ReviewStand / SocialProof Service Agreement
Ovalmint
Definitions/general
As used in this Agreement, "Service" means the ReviewStand and/or SocialProof service, an integrated marketing service provided by Ovalmint LLC ("The Company", "Ovalmint," "we," or "us"). "Subscriber" means the business or individual who is registered to use the Service, who has a single set of credentials to use the Service. "Third Party Licensor(s)" means any party that has licensed to the Company the right to include its proprietary computer programs or data in the Company's software or data products that are used in providing the Service. "Order Form" means the form that a prospective Subscriber must complete online in order to register for the Service and become an actual Subscriber. "Subscription Period" means the period of time, selected by Subscriber in the Order Form, during which Subscriber will have access to the Service. Where used herein the term "You" or "you" shall refer to the Subscriber. The acceptance of the terms on this agreement implies the additional acceptance of our General Terms of Use agreement.
Access
Subject to the terms of this Agreement, your Subscription to the Service will provide you with unlimited access to the Service, for the duration of your Subscription Period.
License and restrictions
All materials therein or transferred thereby, including, without limitation, software, images, text, ratings, reviews, survey data, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, user content and all Intellectual Property Rights related thereto, are the exclusive property of Ovalmint and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Ovalmint Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
In consideration of the subscription fees paid, the Company hereby grants to Subscriber a limited, non-exclusive, non-transferable, license to use the Service during the Subscription Period. A Subscription may not be shared or used concurrently. The Service shall be used solely by Subscriber for its own business.
All rights not specifically granted in this Agreement are reserved by the Company.
Unless otherwise expressly permitted herein you may not: (1) make derivative works of the Company's software or data products including but not limited to translations, adaptations, arrangements or any other alteration (each of which would become the property of the Company or its Third Party Licensors, as applicable); (2) sell, rent, lease or lend access to the Service; (3) allow another person or entity to use your individual user credentials; (4) enter into any reseller, distribution or third party arrangements for distribution of the Service such as, but not limited to, electronic, online, subscription, "fee for service" or general, uncontrolled availability to the public without a prior written agreement with the Company; (5) facilitate the submission of surveys that are not from actual and valid customers, patients, or vendors;(6) use the Service to create false or misleading statements, or (7) manipulate survey results.
Content: The Service permits you to provide information about you and your business. You agree that all information concerning you and your business that is provided to the Company will be accurate in all respects. You further agree that for specific information requested about you or your business, your response will only include information relevant to such data request. The Company reserves the right to remove or modify information provided by Subscriber that is not in compliance with this Agreement.
Widget: The Service allows widgets with a summary of collected data to be posted on Subscriber's online profiles and websites. You agree to use good faith efforts to cause such widget to be posted on your web site.
Use of ratings and reviews data for marketing purposes: Additionally, the Service provides a limited license to use ratings and reviews results as well as data from the Service for Subscriber's own marketing purposes, provided that such information is not altered or manipulated or used outside of the Subscription Period.
Term and termination
The Term of the license granted herein shall be for the monthly Subscription Period. Unless written notice is received within 7 days prior to the expiration of the Term, the Term will automatically renew for the same term period set forth in the Order Form. The Company at its discretion may elect to increase the renewal subscription by up to 25% per month. Upon termination of the Subscription Period, Subscriber must discontinue all use of the Service. If you fail to comply with any provision of the Agreement at any time, termination is automatic, without notice and without refund from the Company, and without the necessity for recourse to any judicial authority. Upon termination for default, you must cease all use of the Service. The Company may also enforce its other legal and equitable rights. You understand and agree that cancellation of your Subscription is your sole right and remedy with respect to any dispute with the Company. The Company reserves the right to discontinue providing the Service at any time. Your sole remedy with respect to the Company's discontinuance of the Service will be a pro-rata refund of Subscription fees paid.
Payment
Subscriber is responsible for the payment of the initial setup fee and the monthly reoccurring fees. The license granted hereunder to use the Service is expressly conditioned upon timely payment of all fees payable in connection with the Service. In the event a payment is not paid by Subscriber, the Company may immediately terminate this Agreement.
Credit card setup: Subscriber agrees to provide the Company accurate credit card information to keep on file, and hereby authorizes the Company to charge such credit card the applicable amounts due for the Service. Subscriber agrees to update such credit card information upon request.
Sharing of subscriber credentials
You are responsible for safeguarding the use of your individual user credentials. In the event it is discovered that your individual user credentials are also being used by another person or entity other than the Subscriber, the Company, in its sole discretion, may terminate your Subscription immediately without notice and without refund.
ACKNOWLEDGMENT
You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions as well as the terms and conditions of our General Terms of Use agreement. You also agree that: (1) no oral or written information or advice given by the Company, its dealers, distributors, agents or employees shall in any way increase the scope of this Agreement, and you may not rely on any such information or advice; (2) the Company may modify this Agreement and the Service from time to time and you agree to be bound by any changes the Company may reasonably make to this Agreement when such changes are made, (3) any amendments requested to this Agreement by you must be signed by both you and the Company in writing in order to be effective, and (4) this Agreement, as amended, is the complete and exclusive statement of the agreement between the Company and you, and supersedes all proposals, oral or written, and any other communications you may have had prior to purchasing your license.