Please read these terms and conditions carefully before using our website(s) and the associated services and functionality provided on our website(s).
Last Updated April 23, 2025
EyeRate Inc.
2374 Maritime Drive, Elk Grove, CA 95758 or PO Box 581296, Elk Grove, CA 95758
These Terms of Service constitute a legally binding agreement made between you (whether you are acting personally or on behalf of an entity) (“Client”), and EyeRate Inc., doing business as Edge, Employee Driven Growth Engine, EyeRate Reviews and EyeRate Business (“Service Provider”), concerning your access to and use of the https://www.startedge.com/ (formerly eyeratebusiness.com), http://business.ouredge.com/ (formerly eyeratereviews.com), and http://people.ouredge.com/ (eyeratepeople.com) websites, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”).
Client agrees that by accessing the Platform or by clicking to accept or agree to these Terms of Service when this option is made available to you, you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with these Terms of Service, then you are expressly prohibited from using the Platform and you must discontinue use immediately.
1. Services Provided by Service Provider. Service Provider shall provide Client with use of the Platform and, where applicable, provide Client with the services associated therewith, which may include, but are not limited to: (a) contacting Client’s Customers via text message and/or email requesting feedback, (b) directing such customers to review sites, and (c) and providing customary reports on such interactions (collectively, the “Services”). The “Services” shall also include Service Provider’s Employee App, Marketing Campaigns, Scoreboard, Chat Widget, Embedded Review, and Employee Gift Card services, where Client elects such features and pays to Service Provider the additional charges required to be paid to Service Provider for such features.
Client may use the Platform and the Services when and as available. Although we generally intend for the Platform and the Services to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons).
Client is responsible for: (a) making all arrangements necessary for Client to have access to the Platform and the Services, including without limitation, Client’s Internet connection; and (b) ensuring that all persons who access the Platform and the Services through Client’s Internet connection and/or under Client’s Subscription (as defined below) are aware of these Terms of Service and comply with them.
2. Privacy. Client agrees that all personal information Client provides to register with the Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by our Privacy Policy, and Client consents to all actions we take with respect to such personal information consistent with our Privacy Policy.
3. Subscriptions. Certain Services can be accessed and used without creating an account and without making payment to Service Provider. However, other Services are paid Services that require the purchase of a subscription from Service Provider (“Subscription”) by way of an order form (“Order Form”).
For Subscription-based Services, unless a different term is specified in a signed Order Form between you and Service Provider, the initial term of your Subscription will commence on the submission or execution of your Order Form. Unless a different term is specified in a signed Order Form between Client and Service Provider, Client agrees to an initial one-year Subscription (the “Subscription Term”). Following the expiration of the initial Subscription Term (and each renewal Subscription Term thereafter), the Subscription shall automatically renew for successive periods equal to the period of your initial Subscription Term, unless you provide written notice of non-renewal to Service Provider at least thirty (30) business days prior to expiration of the then-current Subscription Term (such notice to provide the reason for cancelation) and schedule a meeting with a member of Service Provider’s support team to discuss next steps. Service Provider will not provide any refunds in the event of any non-renewal of the Subscription.
4. Fees. Client agrees to pay Service Provider a monthly cost per location (the “Fees”) for any of Client’s business locations utilizing the Platform and the Services under Client’s Subscription (each a “Location” and collectively, the “Locations”), as specified in the Order Form (or otherwise agreed to in writing). Such Fees shall be irrevocable and non-refundable except as set forth in the Order Form and these Terms of Service. Client agrees to provide Service Provider with complete and accurate billing and contact information.
Upon any termination of the Subscription prior to the end of the then-current Subscription Term, Client shall pay to Service Provider all Fees due and payable through the end of then-current Subscription Term in full within thirty (30) days of the effective date of termination.
5. Payment. The Fees are due and payable starting on the commencement of your Subscription pursuant to Section 3 above. If the commencement of your Subscription does not occur on the first day of the calendar month, the Fees shall be prorated for the number of days in such month that the Subscription is active. Client shall also pay a one-time onboarding fee per Location, payable prior to the beginning of the Subscription as set forth in the Order Form (unless otherwise agreed to in writing).
The Fees shall be fixed during each Subscription Term, provided that, Service Provider may increase the Fees during a Subscription Term to the extent the text messages sent by Client using the Platform and/or the Services exceed certain thresholds determined by Service Provider. Any such increase shall be based solely on the increase in the amounts paid by Service Provider to its third party vendor as a result of Client exceeding such thresholds. Service Provider further reserves the right to increase the Fees for any renewal of your Subscription, provided that, any such increase shall not increase the Fees previously paid for the immediately preceding Subscription Term by more than ten percent (10%).
Client authorizes Service Provider to regularly charge the payment method saved to Client’s account for the Fees during the Subscription Term. A receipt for each payment will be sent to the email address on file for Client and the charge will appear on the Client’s credit card or bank statements. Client understands that no prior notification will be provided and that each charge will take place at the beginning of each billing cycle, unless multiple attempts to process payment are needed due to insufficient funds, incorrect billing information provided, or other reasons outside of Service Provider’s control and knowledge. It is the sole responsibility of Client to ensure sufficient funds and correct billing information is provided to Service Provider. Service Provider will not be responsible for any fees or charges that Client may incur as a result of failed payments or Service Provider’s attempts to collect payment.
Where payment by credit card is indicated in the Order Form, or Client otherwise provides Service Provider with credit card information, Client authorizes Service Provider to bill such credit card: (a) upon the commencement of the Subscription; (b) for any billing frequency otherwise established in the Order Form; and (c) at the time of any renewal of the Subscription Term, for the amount charged plus any applicable sales taxes for any renewed Subscription Term.
Where payment by automated clearing house ("ACH") transfer from Client’s designated operating account ("Payment Account") directly to Service Provider is indicated in the Order Form or Client otherwise agrees to ACH payment: (x) Client agrees to deliver to Service Provider the ACH payment details and to undertake all required actions and execute any required documents, instruments or agreements necessary for Service Provider to initiate ACH transfers from the Payment Account to Service Provider; and (y) Client authorizes such ACH payment in the amounts, whether fixed or variable, and at the frequency permitted under the Order Form or these Terms of Service.
In the event Client disputes any Fees or other amounts charged hereunder, it must notify Service Provider within sixty (60) days’ of the date of the charge or invoice (as applicable) and timely pay any and all undisputed amounts. In the event Client fails to dispute the Fees or other amounts charged hereunder within the time period specified in the preceding sentence, the Fees or other amounts charged will be deemed irrevocably accepted by Client and Client will be deemed to have waived its right to object to or dispute the Fees or other amounts charged. In order to dispute any Fees or other amounts charged by Service Provider, Client should contact Service Provider by email at accounting@ouredge.com. Client shall further, upon Service Provider’s request, provide all documentation supporting the dispute.
6. Non-Payment; Other Suspension Rights or Remedies. Service Provider may terminate the Subscription and the provision of the Platform or the Services if the billing or contact information provided by Client is false or fraudulent. Service Provider also reserves the right, in its discretion, to suspend Client’s access and/or use of the Platform or the Services: (a) where any payment is due but unpaid and you have been requested but failed to promptly cure such payment failure; or (b) in the event a dispute arises on your account as to who at Client has authority to act or manage Client’s account and Service Provider is not promptly provided with written instructions from the interested parties associated with Client’s account that fully resolves the dispute. Client acknowledges and agrees that if a dispute arises as to the management of its account, then: (i) if the listed owner of the account is a corporation, limited liability company or other legal entity, Service Provider may rely on public records (to the extent available) concerning the appropriate authorized executives or managers of Client; or (ii) if the listed owner is a dba, sole proprietorship, partnership or other non-legal entity, Service Provider may assume that the person or entity that has been making payments on Client’s account has the authority to manage the account. Client agrees that Service Provider shall not be liable to Client or to any third party for any suspension of the Subscription and/or the Platform or Services due to non-payment of fees or from a dispute as to the management rights to Client’s account.
Client may be billed fees, charges, and assessments related to late or non-payments if for any reason we do not receive payment in full for all amounts billed to you by the due date. Client will be assessed a late fee of $25 per every thirty (30) days for any amount that has not been paid in full after thirty (30) days when due. If Service Provider uses a collection agency or attorney to collect money owed by Client, Client agrees to pay the reasonable costs of collection, including, but not limited to, any collection agency fees, reasonable attorneys’ fees, and arbitration or court costs. If Client’s telephone number or other contact information is changed without notifying Service Provider of such change, Client shall be responsible for all costs (including attorneys’ fees) and liabilities incurred by us or our collection agent as a result of any attempt to collect any debt through the telephone number or contact information provided, including any costs or liabilities associated with misdirected calls.
In addition to the other rights of Service Provider herein, if Client fails to pay the full amount due for any or all charges then Service Provider, at its sole discretion in accordance with and subject to applicable law, may suspend the Subscription or disconnect Client’s access to the Platform or Services without a reduction in the fee or charges for access to the Platform or such Services.
7. No Rights Granted. Nothing in these Terms of Service shall be construed as granting to Client or to any third party any rights under any trade secrets, know-how, patents, copyrights or other intellectual property rights of Service Provider, nor shall these Terms of Service grant to Client any rights in or to Service Provider’s Confidential Information (as defined below).
Except as set forth in these Terms of Service, nothing in these Terms of Service shall be construed as granting to Service Provider or to any third party any rights under any trade secrets, know-how, patents, copyrights or other intellectual property rights of Client, nor shall these Terms of Service grant Service Provider any rights in or to Client’s Confidential Information.
Except as otherwise set forth herein or pursuant to applicable law, neither party shall use any trade name, service mark or trademark of the other party or refer to the other party in any promotional or sales activity or materials without first obtaining the prior written consent of the other party.
8. Inventions. To the extent that, in connection with the provision of the Services, Service Provider jointly or solely conceives, develops, or reduces to practice any inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws (“Inventions”), Service Provider shall retain all rights, titles and interest in and to such Inventions, and Client, to the extent necessary to perfect such rights, titles and interest, hereby irrevocably assigns all of its rights, titles, and interest to such Inventions to Service Provider.
9. Systems Data. Client acknowledges and agrees that all Systems Data is and shall remain the sole and exclusive property of Service Provider. For purposes of clarity, Service Provider may make any legal use of the Systems Data without notifying you or sharing such Systems Data with you. Specifically, by way of illustration and not by way of limitation, Service Provider may use, publish and/or share Systems Data with others for any lawful purpose, including without limitation, to promote the Platform or the Services (or any other Service Provider products or services) for evaluating the efficiency, utility and functionality of, and for enhancing or improving, the Platform or the Services (or Service Provider’s other products or services). For purposes of these Terms of Service, “Systems Data” means all data, content and information regarding your use of the Platform or the Services in the nature of de-identified or aggregate systems administrative data, statistical and demographical data, operational information, and data generated by or characterizing the use of the Platform or the Services.
10. Feedback. Any comments, feedback, suggestions, or ideas (“Feedback”) Client provides through or about the Platform or the Services may be used by Service Provider. While Client may continue to own all such Feedback, Client hereby grants to Service Provider a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.
11. Software Rights. Client agrees to not copy, edit, share, or reverse engineer any software or software as a service services provided to Client by Service Provider hereunder without Service Provider’s prior written consent. Client shall immediately report any damage or malfunction of Service Provider’s software to a representative of Service Provider or to support@ouredge.com.
Except as expressly provided in these Terms of Service, no part of the Platform, the Services, or any content made available by Service Provider by or through the Platform or the Services (“Content”) may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Service Provider’s express prior written permission. Where the Platform or the Services provide this functionality, Client may download or print a copy of any portion of the Content to which Client has properly gained access solely for Client's personal, non-commercial use. We reserve all rights not expressly granted to Client in and to the Platform, the Services, and the Content.
The Platform and certain Services may include open source components that are subject to open source licenses (“Open Source Software”). Such Open Source Software is owned by a third party and is not subject to these Terms of Service. Instead, each item of Open Source Software is licensed under its applicable license terms which accompanies such Open Source Software. Nothing in these Terms of Service limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software. Any Fees payable under these Terms of Service do not apply to any Open Source Software for which fees may not be charged under the applicable open source license terms. The terms and conditions of the applicable license for the Open Source Software are available by request.
12. Tax Obligations. Certain Services made available through the Platform may result in tax obligations on the part of Client and/or its employees. Such features and functions include, without limitation, Service Provider’s employee incentive service offerings through which Client’s employees may be awarded points and/or gift cards for exceptional customer service and online reviews. By using these Services, Client agrees: (i) to strictly comply with, and to cause its employees to strictly comply with, their respective tax obligations; and (ii) that failure on the part of Client or any of its employees to strict comply with their respective tax obligations shall be deemed a material breach of these Terms of Service by Client. Client further specifically acknowledges and agrees as follows:
(a) The dollar value of any points or gifts cards awarded to Client’s employees are deemed to be compensation to the employee under applicable tax laws. As between Service Provider, Client, and Client’s employees, Service Provider will have no obligations or responsibilities with respect to any tax consequences, obligations or responsibilities in connection with any such points or gift cards, including without limitation, any reporting or withholding obligations. Client shall: (i) inform its employees of their obligation to report the dollar value of any such points or gifts cards as part of each employee’s tax returns, and that the failure to properly report may result in legal consequences and/or penalties; and (ii) make any necessary withholdings with respect to the dollar value of any such points or gift cards.
(b) At the end of each calendar year, Service Provider will request an Internal Revenue Service Form W-9 from any of Client’s employees that received $600 or more in incentives or gift cards through the Platform during the calendar year. After receiving an employee’s completed Form W-9, a Form 1099-NEC will be sent directly to the employee using the information on file or provided through their Form W-9. Client agrees to reasonably cooperate with Service Provider in connection with Service Provider’s efforts under this subsection (b).
(c) Service Provider strongly encourages Client and its employees to seek guidance from qualified tax professionals to ensure compliance with their respective tax obligations. Service Provider specifically disclaims any responsibility for, and/or any liability with respect to, any such tax obligations, and Client agrees to indemnify, defend and hold harmless Service Provider, its officers, directors, employees, agents and representatives, for, from and against any and all penalties, payments, fines, interest, liabilities, actions, damages or other costs or expenses of any kind (including without limitation, reasonable attorneys’ fees and legal costs, and any and all penalties, payments, fines, and interest payable to any tax authority) that in any way arise out of or relate to Client’s or its employees tax obligations as described in this Section 12, including without limitation, any failure on the part of Client or any of Client’s employees to comply with their respective tax obligations, such as by way of illustration and not by way of limitation, with respect to Client’s employees, any failure to properly report all of their earnings received through the Platform on their taxes, and with respect to Client, Client’s withholding obligations.
13. Prohibited Activities. Client may not access or use the Platform or the Services for any purpose other than the purpose for which Service Provider makes available the Platform or the Services for use by its customers generally. In particular, Client agrees not to:
(a) use the Platform or the Services in connection with any commercial endeavors except for those that are specifically endorsed or approved by Service Provider.
(b) access the Platform or otherwise use the Services through automated or non-human means, whether through a bot, script, or otherwise.
(c) use the Platform or otherwise use the Services for any illegal or unauthorized purpose.
(d) systematically retrieve data or other content from the Platform or the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Service Provider.
(e) make any unauthorized use of the Platform or the Services, including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
(f) circumvent, disable, or otherwise interfere with security-related features of the Platform or the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform or the Services or any of the Content contained therein.
(g) trick, defraud, or mislead Service Provider and other users, especially in any attempt to learn sensitive account information such as user passwords.
(h) make improper use of Service Provider’s support services or submit false reports of abuse or misconduct.
(i) interfere with, disrupt, or create an undue burden on the Platform, the Services, or the networks or services connected thereto.
(j) attempt to impersonate another user or person or use the username of any other user.
(k) use any information obtained from the Platform or the Services in order to harass, abuse, or harm another person.
(l) use the Platform, the Services, or any Content as part of any effort to compete with Service Provider, or otherwise use the Platform, the Services, or any Content for any revenue-generating endeavor or commercial enterprise.
(m) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform or the Services.
(n) attempt to bypass any measures of the Platform or the Services designed to prevent or restrict access to the Platform or the Services, or any portion thereof.
(o) harass, annoy, intimidate, or threaten any of Service Provider’s employees or agents engaged in providing any portion of the Platform or the Services hereunder.
(p) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any other user’s uninterrupted use and enjoyment of the Platform or the Services, or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform or the Services.
Client acknowledges and agrees that in the event of any breach or violation by Client of this Section 13, Service Provider shall have the right to suspend or terminate Client's account and refuse any and all current or future use of the Platform or the Services, or any portion thereof.
14. Confidential Information. “Confidential Information” means any information, technical data or know-how (whether disclosed before or after Client's use of the Platform and/or the Services), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, employee lists, API/integration information, business forecasts, sales and merchandising, human resources, unpublished patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance, in each case, that are clearly marked as confidential or proprietary or which, under the circumstances, would appear to a reasonable person to be confidential or proprietary.
The recipient of Confidential Information (the “Recipient”) shall not use any Confidential Information disclosed to it by the discloser of such Confidential Information (the “Discloser”) for its own use or for any purpose other than to exercise its rights or perform its obligations and responsibilities under these Terms of Service. Recipient shall not disclose or permit disclosure of any Confidential Information of Discloser to third parties or to employees of Recipient, other than directors, officers, employees, consultants and agents of Recipient or any third parties who are required to have the information in order for Recipient to exercise its rights or perform its obligations and responsibilities under these Terms of Service. Recipient shall take reasonable measures to protect the secrecy of and avoid unauthorized use or disclosure of the Discloser’s Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these Terms of Service to have any such information. Such measures shall include the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature (but not less than reasonable care). Recipient shall notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Discloser which may come to Recipient’s attention.
Notwithstanding the above, information disclosed hereunder shall not be considered “Confidential Information” as defined herein where Recipient can prove that such information: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient; (b) was known to Recipient, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) was independently developed by Recipient without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (d) is disclosed generally to third parties by Discloser without restrictions similar to those contained in these Terms of Service; (e) becomes known to Recipient, without restriction, from a source other than Discloser without breach of these Terms of Service by Recipient and otherwise not in violation of Discloser’s rights; or (f) is disclosed with the prior written approval of Discloser. Recipient may further, without breaching or violating this Section 14, disclose the Discloser’s Confidential Information if such disclosure is required pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Recipient shall provide prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure.
Recipient acknowledges that: (i) Discloser’s Confidential Information is a valuable, special, and unique asset of Discloser; (ii) the use or disclosure of Discloser’s Confidential Information in violation of these Terms of Service may cause immediate, substantial, and irreparable harm to Discloser, the value of which may be extremely difficult to determine; and (iii) money damages may not be a sufficient remedy for a breach by Recipient of this Section 14. Accordingly, in addition to all other remedies that the Discloser may have, Recipient agrees that Discloser will be entitled to seek any form of equitable relief against the continuation of any breach of this Section 14.
15. Communications and Personal Data. Client acknowledges that the Services are dependent on Client providing certain employee and customer personal data (“Personal Data”) to Service Provider in compliance with applicable laws. Client understands and agrees that the Platform and/or Services are intended to allow Client to send electronic communications, including but not limited to emails and text messages, only to Client’s own current customers and employees who have given consent to the receipt of such communications and who are provided with necessary notices in accordance with applicable law and regulations. Client agrees and acknowledges that Client shall comply with, and shall be solely responsible for its compliance with, applicable law and regulations in connection with its use of the Platform and/or the Services and shall not rely on the Platform or the Services for any such compliance. Use of the Platform and the Services does not guarantee compliance with applicable law or regulation and Service Provider expressly disclaims any liability for Client’s non-compliance. Service Provider reserves the right to suspend or terminate Client’s access to the Platform and/or the Services, including without limitation, any of the messaging features, if Service Provider believes, in its discretion, that Client has breached these Terms of Service, including without limitation, its obligations to comply with applicable laws.
16. HIPAA. Client acknowledges and agrees that the Platform and the Services, as offered, do not comply with the requirements of the federal Health Insurance Portability and Accountability Act ("HIPAA"). As such, any use of the Platform or the Services to store or otherwise process "protected health information" under HIPAA is expressly prohibited.
17. Termination. Either party may terminate Client’s Subscription with immediate effect if the other party materially breaches these Terms of Service. If Client has paid all Fees due as of the effective date of the termination of the Subscription, Service Provider will continue to make Client’s data available for downloading through the termination date. Upon the effective date of the termination of the Subscription: (a) Client’s access to the Platform will be removed by Service Provider and Client’s Confidential Information, together with any copies, shall be returned to Client, or destroyed by Service Provider; and (b) Service Provider’s Confidential Information, together with any copies, shall be returned to Service Provider, or destroyed by Client. Notwithstanding the preceding sentence, Service Provider may retain one copy of all written Confidential Information for its files for reference in the event of a dispute hereunder. Any retained copy of Confidential Information shall continue to be subject to Section 14 above.
18. Representations and Warranties.
(a) Service Provider represents and warrants that:
(i) To Service Provider’s knowledge, the intellectual property utilized by Service Provider to provide the Platform or render the Services does not infringe, violate or misappropriate the intellectual property rights of any third party; and
(ii) Service Provider will perform the Services using qualified personnel and in a professional and workmanlike manner and in accordance with applicable laws.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 18 OR ELSEWHERE IN THESE TERMS OF SERVICE, THE PLATFORM, THE SERVICES, AND THE CONTENT IS PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 18 OR ELSEWHERE IN THESE TERMS OF SERVICE, SERVICE PROVIDER DOES NOT MAKE, AND HEREBY EXPRESSSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, AND/OR NON-INFRINGEMENT.
(b) Client represents and warrants that:
(i) Client has written authorization from its customers and employees for electronic communications as well as to collect and/or share any Personal Data and has undertaken any and all necessary actions in accordance with applicable law to ensure the collection and use of such Personal Data, including such use as contemplated in these Terms of Service, does not violate applicable law;
(ii) Client will: (1) provide all required disclosures to its customers and employees to obtain all required consents and/or authorizations, in accordance with applicable laws, prior to utilizing the Platform and/or the Services; and (2) obtain all necessary rights, releases and consents to allow Personal Data to be collected, used and disclosed in the manner outlined in these Terms of Service;
(iii) All Client information submitted will be true, accurate, current, and complete, and Client will maintain the accuracy of such information and promptly update such information as necessary; and
(iv) Client has the legal capacity and agrees to comply with these Terms of Service.
19. Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, subsidiaries, successors and assigns, and each of the respective directors, officers, employees, agents, members, and representatives of the foregoing (each an “Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification under these Terms of Service, incurred by an Indemnified Party relating to, arising out of, or resulting from any claim, action, audit, investigation, inquiry, or other proceeding that arises out of or relates to: (a) any breach of the Indemnifying Party’s representations, warranties, or obligations set forth in these Terms of Service;(b) the misappropriation, infringement or violation by the Indemnifying Party of any third party intellectual property right or other proprietary right, including without limitation, any third party right of privacy or right of publicity; and (c) where Client is the Indemnifying Party, Client’s use of the Platform and/or the Services in violation of applicable laws.
Notwithstanding the preceding paragraph, in no event will Service Provider have any obligations under subsection (b) above to the extent arising from or relating to: (i) the unauthorized use or misuse of the Platform or the Services; (ii) any modification, change or alteration of the Platform or the Services other than by Service Provider; (iii) the use or combination of the Platform or the Services with any hardware, software, data, materials, content or technology not provided by Service Provider; or (iv) the continued use of the Platform or the Services after Service Provider has instructed Client to cease such use.
20. Non-Disparagement. During and after the Subscription Term, the parties hereto agree not to disparage or encourage or induce others to disparage the other party hereto or their respective affiliates or any of their products or services. For purposes of this Section 20, the term “disparage” includes, without limitation, comments or statements to the press, to a party’s or its affiliates’ members, owners, employees or to any individual or entity with whom such party or its affiliates has a personal or business relationship (including, without limitation, any contact, vendor, supplier, Client or distributor), or any public statement, that in each case is intended to, or can be reasonably expected to, damage the other party hereto or its affiliates.
21. Non-Solicit. During the Subscription Term and for a period of one (1) year thereafter, neither party shall (a) solicit any person who is an employee or contractor of the other party or any affiliate or subsidiary of the other party, to terminate such person's employment or contractor relationship with such other party, such affiliate or subsidiary, or (b) hire such employee or contractor. As used herein, the term "solicit" shall include, without limitation, requesting, encouraging, assisting or causing, directly or indirectly, any such employee or consultant to terminate such person's employment by or contractor relationship with the other party or its affiliate or subsidiary.
22. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, GOODWILL, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY UNDER THESE TERMS OF SERVICE EXCEED THREE TIMES (3X) THE AMOUNTS PAID TO SERVICE PROVIDER PURSUANT TO THE AGREED UPON SUBSCRIPTION TERM AND PER LOCATION MONTHLY COST.
23. Referral Program. Service Provider provides a referral program for its clients and customers (the “Referral Program”). Client agrees as follows with respect to the Referral Program:
(a) Just referring a customer or client (“Referee”) to Service Provider will not earn you a referral fee; rather, the applicable Referee must actually complete the sign up process to access and use the Platform or the Services in order for you to earn a referral fee. Service Provider further reserves the right to refuse to do business with any Referee, or to terminate its business relationship with any Referee, for any reason or no reason, as determined by Service Provider in its sole and absolute discretion.
(b) Any Referees you refer through the Platform must complete the sign up process within ninety (90) days of Client referring them to Service Provider, as determined by Service Provider’s records.
(c) The referral fee is specified on the referral section of the Platform. After the Referee completes the sign up process to access and use the Platform or the Services, please allow Service Provider forty-eight (48) hours to send you the referral fee. The referral fee will be sent to you via digital check, unless otherwise agreed upon.
24. Miscellaneous.
(a) Supplemental terms of service or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason.
(b) It is Client’s responsibility to periodically review these Terms of Service to stay informed of updates. Client will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by the continued use of the Platform after the date such revised Terms of Service are posted. Service Provider shall notify Clients of any material changes or modifications to these Terms of Service and post such changes by updating the “Last Updated” date of these Terms of Service. Client waives any right to receive specific notice of each such change unless otherwise agreed upon by both Client and Service Provider.
(c) The Platform is intended for Clients who are at least eighteen (18) years old. All Clients who are minors in the jurisdiction in which they reside must have the permission of, and be directly supervised by, their parent or guardian to use the Platform. If you are a minor, you must have your parent or guardian read and agree to these Terms of Service prior to you using the Platform.
(d) Neither these Terms of Service nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that these Terms of Service and/or the rights contained herein may be assigned without Client’s consent by Service Provider to any other entity who directly or indirectly, controls, is controlled by or is under common control with Service Provider or in connection with a reincorporation to change Service Provider’s domicile.
(e) In the event any one or more of the provisions of these Terms of Service is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of these Terms of Service operates or would prospectively operate to invalidate the Terms of Service, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of these Terms of Service and the remaining provisions of these Terms of Service will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(f) The Platform is controlled by us from our offices within the United States and is intended for United States users only. If Client chooses to access the Platform from locations outside the United States, Client does so at its own risk and is responsible for compliance with applicable local laws. Client may not use or export anything from the Platform or the Services in violation of U.S. export laws and regulations or these Terms of Service.
(g) All rights and obligations hereunder will be governed by the laws of the State of California, without regard to the conflicts of law provisions of such jurisdiction. Any disputes, controversies, or claims arising out of these Terms of Service shall be heard in the state or federal courts of California, and all parties waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise.
(h) These Terms of Service constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all proposals (oral and written), all negotiations, past dealings, and/or conversations or discussions between or among the parties.
(i) Except for the Indemnified Parties, these Terms of Service are for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity, any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms.
(j) We reserve the right, but not the obligation, to:
(i) monitor the Platform or the Services for violations of these Terms of Service;
(ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service;
(iii) in Service Provider's sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable the Platform or any portion thereof;
(iv) in Service Provider's sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to the Platform; and
(v) otherwise manage the Platform in a manner designed to protect both parties rights and property and to facilitate the proper functioning of the Platform.
25. Notice of Copyright Agent. Service Provider respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Platform, the Services or the Content in a way constituting copyright infringement may provide a notice to Service Provider’s designated Copyright Agent containing the following: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (d) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (e) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
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