These terms and conditions (the "Agreement") is entered into by the company referenced in the order form or signup form ("Customer") and FAMTECH ("Reviewnama"). The Customer is signing up to use the services, as listed on the order form or signup form, (the "Reviewnama Service").
The Agreement includes (i) the signup form or order form, which contains details of the Reviewnama Service ("Signup Form"), (ii) Appendix A (if applicable) and (iii) all operating rules, policies and guidelines (collectively, the "Guidelines") that are referred to herein or that may otherwise be published by Reviewnama on its websites (as new Guidelines may be created and other Guidelines may be amended from time to time), including without limitation:
When the Customer signs up for the Reviewnama Service, Reviewnama will provide the Customer with an account on Reviewnama's website ("Account"). In the Account, the Customer will be able to view and have access to the services and features that are part of the Reviewnama Service. Reviewnama may at any time and without notice remove, change and alter the services and features made available to the Customer. Reviewnama may offer the Customer additional services, features or trials of various services in addition to what is described in this Agreement and in the Customer Account. If the Customer uses the additional services and features and/or trials, use will be governed by this Agreement and the Guidelines, and the Customer agrees to comply herewith when using these services, features and free trials.
The Account may allow the Customer to send out a limited amount of review invitation requests to its customers ("Consumer(s)") via the Reviewnama review invitation service (the "Review Invitation Service") and invite Consumers to post reviews of their experiences.
Reviewnama may make one or more of Reviewnama's widgets available to the Customer via the Account. If widgets are made available, the Customer may implement them on the domain(s) covered by the Signup Form or order form. Reviewnama reserves to the right to change the widgets that are made available to the Customer, if any, including removing, amending or replacing them at any time without any prior written notice. If the Customer implements widgets, the Customer accepts that cookies are set by Reviewnama to collect statistics and data about the performance of the widgets on the Customer's domain(s) on behalf of the Customer. If required by applicable laws, the Customer agrees to provide appropriate notices in accordance with applicable laws to the Consumers about the cookies set by Reviewnama on behalf of the Customer and obtain appropriate consent from Consumers. In addition, Reviewnama will collect data and statistics relating to the Reviewnama Service, including the Review Invitation Service. Reviewnama is authorised to collect general user data and report on the aggregate response rate and other aggregate measures of the performance of the Reviewnama Service. Reviewnama may use this data and statistics for the purposes of providing analysis, reports, benchmarking data and information about the Reviewnama Service to third parties.
Non-Reviewnama applications can be web-based or offline software applications that connect or interoperate with the Reviewnama Service. Non-Reviewnama applications include applications that are developed for or by the Customer, applications that are listed on online directories, app-stores, catalogues or similar marketplaces, or third-party application that are identified as Reviewnama applications. These non-Reviewnama applications can be made available to the Customer by Reviewnama or a third party. The Customer's use of non-Reviewnama applications, and any exchange of data between the Customer and the non-Reviewnama application provider, is solely a matter between the Customer and the application provider directly. The Customer agrees as between the Customer and Reviewnama that any data related to the Customer's use of such Non-Reviewnama Application is the sole responsibility of the Customer. If the Customer installs or enables non-Reviewnama applications that connect with the Reviewnama Service, including the Review Invitation Service, the Customer accepts that Reviewnama may allow the non-Reviewnama application provider to access the Customer's data, including Consumer Data and Confidential Information, as required for the connection and interoperation of the non-Reviewnama application with the Reviewnama Service. The Customer may be required to accept separate terms for the use of non-Reviewnama applications, and such terms will apply to the relationship between the Customer and the non-Reviewnama application provider regarding the use of the non-Reviewnama application. It is the sole responsibility of the Customer to ensure that such terms provide appropriate protection of and access to the Customer's data, including Consumer Data and Confidential Information. The Reviewnama Service may also contain features that are designed to connect or interoperate with non-Reviewnama applications. If the Customer wishes to enable such features, the Customer may be required to grant Reviewnama access to the Customer's account(s) on the non-Reviewnama applications and the Customer warrants that Reviewnama is lawfully entitled to access such information on behalf of the Customer. If the non-Reviewnama application provider ceases to make the non-Reviewnama application available to the Customer, Reviewnama reserves the right to cease to provide these features to the Customer without entitling the Customer to any refund or compensation. Non-Reviewnama application providers are not sub-data processors or subcontractors of Reviewnama, and Reviewnama is not responsible for the non-Reviewnama application providers' conduct or negligence, including but not limited to any disclosure, modification, corruption, loss or deletion of the Customer's data resulting from any access by a non-Reviewnama application provider to the Customer's data from the Reviewnama Service via a non-Reviewnama application used, enabled or installed by the Customer. For the avoidance of doubt, Reviewnama is not responsible and shall have no liability or obligation for non-Reviewnama applications, and Reviewnama makes no representation and gives no warranty in relation to any non-Reviewnama applications, whether or not they are designated by Reviewnama as "certified" or with a similar designation.
Reviewnama is not responsible and assumes no liability for the Consumers' and other third parties' conduct on Reviewnama websites or the use of the Reviewnama Service, including any review and other content published by the Consumers and other users ("User Content"). Reviewnama does not and cannot control or monitor the User Content and does not in any way endorse User Content. Nor do the opinions expressed in the User Content represent the opinions of Reviewnama, its affiliates or any officers, directors, employees, contractors or shareholders of Reviewnama and its affiliates.
The Agreement shall not be considered or interpreted in any way as an approval, endorsement or recommendation of the Customer by Reviewnama, or of the Customer's products or the Customer's services. The Customer shall not under any circumstances market itself or in any way give public declarations in conflict with the above.
The Customer shall be obligated to (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (ii) only use the Reviewnama Service on the domain(s) covered by the Agreement; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times. The Customer acknowledges that Reviewnama will have no responsibility for the Customer's compliance with Privacy Laws. The Customer warrants and represents the Customer owns or has an exclusive license to operate the domain(s) listed on the Order Form.
When the Customer signs up for an Account, a password for login purposes for that account is created. This password may only be used by and for the Customer. The Customer is responsible for all use of the Reviewnama Service occurring under the Customer's Account. The login to the business account may not be shared. If the Customer has a need for more than one person to have access to the Customer's business account, the Customer must ensure that each person has his or her own login. Access to multiple business logins may require that the Customer licenses additional modules on the Reviewnama Service. The Customer and any person with a unique login to the Customer's business account must be contactable at any time via email as Reviewnama system relies on continuous user authentication to be carried out via email, with no options for Reviewnama staff to bypass this, thus ensuring security.
3.3.1 If the Customer enables the Review Invitation Service, the Customer must provide Reviewnama with the data needed to create and send out invitations to Consumers. The data must be sent to Reviewnama using the provided interfaces and must include name, email address and reference number. In some cases phone number is also required. The Customer warrants and represents that the Customer is entitled (including having obtained all necessary consents from the Consumers) to allow Reviewnama to process this data as required in order to deliver the Review Invitation Service and that the use of such data by Reviewnama to deliver the Review Invitation Service shall not breach the Data Protection Requirements.
3.3.2 Through the Review Invitation Service, the Customer will have access to review invitation templates. The Customer recognises that these templates are provided on an "as is" basis, and if the Customer chooses to use any of these review invitation templates it is the sole responsibility of the Customer to ensure that the review invitation template meets all applicable legal and regulatory requirements.
3.3.3 The Customer acknowledges and agrees that the Customer, and not Reviewnama, is and will be the sole or designated "sender" of any and all messages sent or caused to be sent by Reviewnama to Consumers via the Review Invitation Service (each, an "Invitation Request").
3.3.4 Without limiting any other obligation of the Customer contained in this Agreement, the Customer agrees to: Provide Reviewnama with a "from" name that accurately identifies (by individual or company name) the person or company initiating the Invitation Email or Message as the sender of such Invitation Email or Message. The Customer shall notify Reviewnama of any changes to the "from" name. Provide Reviewnama with a valid, operational return email address and phone number that (I) is routinely monitored by the Customer personnel, and (II) remains operational for the duration of the Agreement and (III) remains operational for as long as required by applicable laws, rules and regulations. If required in accordance with applicable laws and regulations, ensure that all Invitation Emails contain an unsubscribe link and text that meets all applicable legal requirements, so that it is possible for recipients to request not to receive future commercial email messages from Customer and accommodate such requests in accordance with all applicable laws and regulations. Accurately describe the subject matter of the Invitation Email within the "subject" header of the Invitation Email so that the subject heading would not be likely to mislead a recipient acting reasonably under the circumstances.
3.3.5 The Invitation Email must include the Customer's valid, physical postal address as well as clear and conspicuous identification that the Invitation Email is an advertisement or solicitation if this is the case.
Reviewnama is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published by Reviewnama on its websites from time to time. The latest applicable versions will be available on Reviewnama websites.
Reviewnama will give the Customer prior notice on its websites if changes are made to the Agreement or the Guidelines. The latest versions of any of these documents shall be integrated parts of the Agreement. The Customer agrees that the continued use of the Reviewnama Service after any posted modifie
The Agreement becomes binding and effective on the date ("Effective Date") that the Customer signs up for the service online or confirms its acceptance in writing, including via email.
The Agreement remains in force in accordance with the term described in the Signup Form. If a Signup Form is not applicable, the Agreement remains in force until terminated by one of the parties, as set forth below.
The Customer can discontinue its use of the Reviewnama Service at any time with a three-month written notice. Moreover, the Customer has the option to close down its Account at any time. Closing of the Account will entail that the Reviewnama Service will no longer be available to the Customer.
Reviewnama may, without prior notice at any time and for any reason, including but not limited to a period of account inactivity, terminate the Customer's access to the Reviewnama Service, terminate the Agreement, suspend or terminate the Customer's Account. Reviewnama will notify the Customer of such termination or suspension.
Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 13).
In case of termination of the Agreement, no matter the cause, the Customer is obligated to cease any use of the Reviewnama Service from the date of termination.
Termination of the Agreement, no matter the cause, will have no effect on reviews posted on Reviewnama's websites even if such reviews have been posted as a result of the Customer's use of the Review Invitation Service. Reviews will remain on Reviewnama's websites or other third party networks.
The Customer's unauthorised use of the Reviewnama Service can be prohibited by an injunctive relief without any requirements to post bond or other security.
The Customer shall indemnify, defend and hold harmless Reviewnama and its affiliates and its and their respective officers, directors, employees and agents (collectively "Indemnitees") against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses (collectively "Losses") suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) ("Third Party Claim") arising from or related to any assertion that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Customer of Reviewnama's Service violates the Guidelines or applicable law; (c) Reviewnama's use of Consumer data under this Agreement is in breach of the Data Protection Requirements or contractual commitment of the Customer; or (d) any email message sent or caused to be sent by Reviewnama on behalf of the Customer violates any applicable law, rule or regulation; (e) The Customer is or has breached any of the warranties or representations made by the Customer in this Agreement. The Customer shall not bring any claim against the Indemnitees arising from or related to any User Content, including without limitation any claim that the User Content is defamatory, offensive or otherwise harmful. The Customer shall indemnify, defend and hold harmless the Indemnitees against any Losses suffered or incurred by any of the Indemnitees as a result of any such claim, whether such claim is brought by the Customer, any of its affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or other associated third parties.
The use of the Reviewnama Service is the sole responsibility of the Customer. The Reviewnama Service is supplied "as is", it may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability, and Reviewnama does not guarantee the general applicability or availability of the Reviewnama Service or any data related to the Customer's use of Non-Reviewnama Applications.
8.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
8.3 Under no circumstances shall Reviewnama be liable to the Customer for any of the following types of loss or damage arising under or in relation to this Agreement (whether arising for breach of contract, misrepresentation, (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty or otherwise): (i) any loss of profits, contracts, pure economic loss, business, business opportunity, loss or corruption of data or information or recovery of data or information, depletion of goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, wasted expenditure, anticipated savings or revenue (regardless of whether any of these is direct, special, indirect or consequential); or (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential); or (iii) any special, indirect or consequential loss or damage whatsoever, even if Reviewnama was aware of the possibility that such loss or damage might be incurred by the Customer.
8.4 Reviewnama is not liable for the Customer's use of the Reviewnama Service, including without limitation liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, restitution or otherwise arising from or in connection with the Agreement, the Reviewnama Service or any of the websites operated by Reviewnama.
The Customer is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Reviewnama. Any change of direct or indirect control of the Customer (whether by sale of controlling equity interests or otherwise) will be deemed to be an assignment of the Agreement by the Customer that requires Reviewnama's prior written consent.
Reviewnama is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party.
The Reviewnama Service, including any content on the Reviewnama website and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Reviewnama and will be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. If the Customer provides feedback, ideas, suggestions or comments on or regarding Reviewnama websites, the Reviewnama Service or other services offered by Reviewnama ("Feedback"), the Customer hereby grants to Reviewnama a perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to fully exploit such Feedback for any and all purposes.
The Customer is only permitted to use Reviewnama's logos, graphics and trademarks ("Reviewnama Designs") if such right has been explicitly granted to the Customer by Reviewnama in writing. If such right has been granted, the Customer is only entitled to use Reviewnama Designs in accordance with the Guidelines.
The Customer agrees that Reviewnama may use the Customer's name and logo on Reviewnama's websites and as a part of a general list of Reviewnama's customers for use and reference in corporate, promotional and marketing material.