Reply Pro Service Agreement
Introduction
Please read this carefully as this is a legally binding agreement (“Agreement”) between BasedIn Inc., a Delaware corporation (DBA Reply Pro) (collectively, "Reply Pro” or “we”, “us”, or “our”) and you (including the organization on whose behalf you are accessing this website and the services, collectively, "you" or “You”) governing your procurement of a subscription to access and use the customer feedback management service and related services (the “Services”).
BY SELECTING A SERVICE PLAN YOU REPRESENT THAT YOU AGREE TO THESE TERMS, AND HAVE THE REQUISITE AUTHORITY TO DO SO ON BEHALF OF THE ORGANIZATION/COMPANY FOR WHOM YOU ARE ACCESSING THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SERVICE.
Services
We provide online reputation monitoring, analysis and related services (“Services”) for You. We may periodically change the Service offerings and features as part of our commitment to continuous improvement. By submitting your first payment, you are submitting an offer to obtain the right to use the Services pursuant to the terms of this Agreement. You must be the person, or an authorized representative of the person or entity, for whom you have requested that we perform Services (the “You”).
Reputation Agent
By submitting a Subscription Form for Services, You authorize us to be your reputation agent. As your agent, you authorize us to use the information you have provided to us, including personally identifying information, to search the Internet using any tools available and to find and manage your personal information from the Internet, in substantially the same way You would do yourself. You acknowledge that publicly available content (including user content) is gathered by the Services from various websites and is stored and used to provide the Services (collectively, the “User Content”). User Content may be subject to copyright protection. You, by signing up for the Services, agree that You are requesting Us as Your agent to aggregate and present the User Content to You. To the extent You request, You also authorize Us to act on your behalf in creating accounts on other websites in Your name. You authorize us to use the content, trademarks, logos, photos, videos, advertisements, information, and other materials provided by You (the “Client Materials”) for the purpose of performing the Services. Use of accounts generated on third-party websites will be governed by the terms of use and privacy policies of such websites.
By providing any Client Materials, You warrant and represent that You have sole ownership of such Client Materials and that they are free of any intellectual property claims by any third party. You also represent that You are in full compliance with all applicable state and federal laws, rules, and regulations. In particular, and without limitation, you warrant and represent that your use of the Services and Website will not violate any obligation with respect to the the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act of 1999, and any other applicable federal or state law and amendments thereto.
Online Reviews and Ratings
If monitoring and managing your online reviews or ratings is included in the Services you order in the Subscription Form, you represent and warrant that: (a) you are authorized to provide us with any customer, patient, and user information that you provide to us in connection with such Services (the ”Reviewer Information”), including any personally identifying information of those parties; (b) our possession and/or use of the Reviewer Information on your behalf in connection with the Services will not violate any contract, statute, or regulation; (c) any content that you and/or your authorized representative(s) submit for publication on an online review or ratings website as a provider of goods or services will be true and accurate, are the original work of your authorship, and will only concern you and the goods and/or services that you provide; and (d) You and/or your authorized representative(s) will only request reviews via the Services from actual paying customers. We will not be held liable for any consequences of false and/or inaccurate content published to an online review or ratings website through the use of our Services. Various state and federal laws may restrict the use of personal information similar to the information you provide on the Website. By providing information, the use and collection of which may be restricted by law, you waive any protections or restrictions related to such information.
Acceptable Use Policy
We do not allow this website or our other websites (“Site”) or Services to be used for illegal activities or for activities that we deem improper for any reason whatsoever in our sole judgment. Your use of the Site and Services is conditioned upon your compliance with the rules of conduct set forth in this Section, and any failure to comply may result in termination of your access to and use of the Site and Services.
Notifications
By registering your emailing, you give Reply Pro permission to email your basic account notifications. At all time, you are in control of other updates and notifications by adjusting your user settings. When you add additional users, you represent that you have the users permission. They will also be in control of their own personal notification settings.
Fees and Auto-Renewal
You agree to pay all fees specified on your accepted Subscription Form(s). Except as otherwise specified herein or on a Subscription Form, all payment obligations are non-cancelable and all fees paid are non-refundable. You understand and accept that, unless otherwise expressly stated on the applicable Subscription Form, our Services are subscriptions services that operate on an auto-renewal basis such that your credit card, debit card, electronic payment, or other method of payment (“Accounts”) will be assessed the specified fees at regular intervals based on your subscription program (e.g. annually, quarterly, monthly).
Warranties
Each of the parties represents and warrants that it has all necessary power to enter into and perform its obligations under this Agreement.
Disclaimers
The Company does not represent, warrant or guarantee that its Services will achieve the result that you desire or that were proposed or agreed upon as the desired result at the time the Services were purchased or otherwise. We do not guarantee or warrant that we will find or communicate to you every example or all examples of Internet content about you. THE SERVICES ARE PROVIDED "AS IS" AND WE SPECIFICALLY DISCLAIM, ON OUR OWN BEHALF AND ON BEHALF OF OUR THIRD-PARTY SUPPLIERS, ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU
Indemnity
You agree to indemnify, hold harmless and defend us, our officers, directors, employees, agents, and affiliates, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against us or any of our officers, directors, employees, agents, or affiliates, and pay all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by us or any of our officers, directors, employees, agents, or affiliates, arising out of or relating to:(a) your breach of any term or condition of this Agreement; (b) your fraudulent or malicious use of the Services; (c) your violation of applicable laws, rules or regulations in connection with the Services; (d) our retrieval, use, storage, and distribution for You as contemplated under this Agreement of any content or information, including User Content, Client Materials or Reviewer Information; or (e) the violation of any rights of any other person or entity arising out of or related to the use of the Services. In such a case, we will provide you with written or electronic notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Limitation of Liability
Neither we, nor our third party suppliers, will be liable to you or any third-party claimant for any direct, special, punitive, consequential, or incidental damages. Our maxim liability arising out of or in any way connected to this agreement shall not exceed the fees you have paid pursuant to the subscription plan.
Termination
You may terminate this Agreement at any time without cause upon written notice, provided that fees paid or committed are non-refundable (unless specifically provided otherwise in the Subscription Form).
Fees and Auto-Renewal
You agree to pay all fees specified on your accepted Subscription Form(s). Except as otherwise specified herein or on a Subscription Form, all payment obligations are non-cancelable and all fees paid are non-refundable. You understand and accept that, unless otherwise expressly stated on the applicable Subscription Form, our Services are subscriptions services that operate on an auto-renewal basis such that your credit card, debit card, electronic payment, or other method of payment (“Accounts”) will be assessed the specified fees at regular intervals based on your subscription program (e.g. annually, quarterly, monthly).
Warranties
Each of the parties represents and warrants that it has all necessary power to enter into and perform its obligations under this Agreement.
Disclaimers
The Company does not represent, warrant or guarantee that its Services will achieve the result that you desire or that were proposed or agreed upon as the desired result at the time the Services were purchased or otherwise. We do not guarantee or warrant that we will find or communicate to you every example or all examples of Internet content about you. THE SERVICES ARE PROVIDED "AS IS" AND WE SPECIFICALLY DISCLAIM, ON OUR OWN BEHALF AND ON BEHALF OF OUR THIRD-PARTY SUPPLIERS, ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU
Indemnity
You agree to indemnify, hold harmless and defend us, our officers, directors, employees, agents, and affiliates, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against us or any of our officers, directors, employees, agents, or affiliates, and pay all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by us or any of our officers, directors, employees, agents, or affiliates, arising out of or relating to:(a) your breach of any term or condition of this Agreement; (b) your fraudulent or malicious use of the Services; (c) your violation of applicable laws, rules or regulations in connection with the Services; (d) our retrieval, use, storage, and distribution for You as contemplated under this Agreement of any content or information, including User Content, Client Materials or Reviewer Information; or (e) the violation of any rights of any other person or entity arising out of or related to the use of the Services. In such a case, we will provide you with written or electronic notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Limitation of Liability
Neither we, nor our third party suppliers, will be liable to you or any third-party claimant for any direct, special, punitive, consequential, or incidental damages. Our maxim liability arising out of or in any way connected to this agreement shall not exceed the fees you have paid pursuant to the subscription plan.
Termination
You may terminate this Agreement at any time without cause upon written notice, provided that fees paid or committed are non-refundable (unless specifically provided otherwise in the Subscription Form).