Our Terms of Service

These terms of service (“Terms” or “Agreement”) are entered into by and between you and LocalImpact.com, incorporated as VM Web Solutions Inc (“we,” or “us” or the “Company”). These Terms grant you access to and govern your use of the websites, applications, and other offerings we provide, including (but not limited to) our affiliate marketing programs and this website, reviewsonmywebsite.com, reviewconnect.io and their related software, websites and web applications (“Services”).

BY USING THE SERVICES OR BY CLICKING TO ACCEPT THESE TERMS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND ALL OTHER TERMS AND POLICIES INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS, USE OR MAKE ANY PURCHASES THROUGH THE SERVICES.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THE SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE, OR (C) ARE PROHIBITED FROM ACCESSING OR USING OUR SERVICES, OR ANY RELATED SERVICE OR CONTENT, BY APPLICABLE LAW.

By using the Services, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Your Access & Account

When you access our Services, you may be asked to provide certain personal information, including your contact information (such as your name, phone number and email address) or payment information (if you are purchasing something from us). You represent and warrant that all information you provide to us is current, complete and correct. All the information you provide will be collected and used in accordance with our privacy policy (the “Privacy Policy”), which can be accessed on our website.

When you use our Services to import information (e.g. reviews) from other organizations (like Google, if you have a Google business profile), you agree that (i) we may collect this information from the service providers delivering it to us, (ii) we may use this information for the purpose of delivering our Services to you and in compliance with our Privacy Policy, (iii) you will abide by those service providers’ terms (in addition to our Terms), (iv) we may edit or otherwise modify the information you provide (including, but not limited to, editing the appearance of the information, and publishing AI-generated responses to your profiles on third-party websites when, for example, you choose to publish our AI-generated review responses).

Additionally, while we strive to offer you continuous access to our Services, our Services may be unavailable from time to time. We will not be liable if your access or use of our Services is interrupted or if any part of the Services are unavailable for a period of time. We also reserve the right to change our Services and any related features in our sole discretion.

Intellectual Property Rights

The Services include functions, features, and content that we own or are licensed to us. All of our Services’ functions, features, and content are owned by us, our licensors, or other rightful owners, and all functions, features, and content are protected by copyright, trademark, patent, trade secret, and any other applicable intellectual property laws. No right, title, or interest in the Services or any of its functions, features, or content is transferred to you, and we reserve all rights not expressly granted to you.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our intellectual property, unless we agree otherwise in writing.

Our trademarks, including LocalImpact™ (and the related logos) and ReviewsOnMyWebsite.Com™ (and the related logos), are trademarks of ours. You may not use our trademarks without our prior written consent, nor may you use the names, logos, designs, slogans, or any other sign used as a trademark of ours, our affiliates or our licensors, without the necessary permission to do so.

Further, if you provide any feedback concerning our Services (“Feedback”), you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and that we (and our affiliates) have no obligation to use the Feedback. Nevertheless, you grant us a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you provide without restrictions or payment or other consideration of any kind to you.

Collecting Reviews

Our Services provide you with mechanisms to collect reviews and other information (“Direct Information”) from others (e.g. your customers).

When you use our Services, you acknowledge and agree that (i) we may collect the Direct Information delivered to us, (ii) we have the right to contact the persons concerning such Direct Information and use their contact information, (iii) such collections are made in accordance with applicable law (e.g. Canada’s Anti-Spam Legislation, CAN-SPAM, etc.), and (iv) you are solely responsible for the related communications.

If you choose to use SMS, MMS, voice call capabilities and other similar methods to collect Direct Information, additional charges for these services may apply. You are solely responsible for any related fees (as applicable) and compliance with all laws governing those communications as well.

Additional API Terms

Our Services allow users to generate certain API (i.e. application programming interface) tokens (each an “API Key”), which can be used to integrate our Services with software provided by other organizations (e.g. Zapier). When you use an API Key provided by us, you agree:

1. Except as required to integrate your API Key with other software, you may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us;
2. You will not attempt to exceed or circumvent limitations on API access, API calls and use of the API, or otherwise use the API in a manner that exceeds reasonable request volumes, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these Terms, the terms and conditions associated with any other software you associate with an API Key, or any API documentation we may publish. We may set and enforce limits on your use of our APIs (e.g. limiting the number of API requests that you may make) in our sole discretion, and we may collect and use usage data and information related to your use of our APIs;
3. You will not use our APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
4. You will not combine or integrate our APIs with any software, technology, services, or materials not authorized by us;
5. You will not use our APIs to replicate or attempt to replace the user experience of our Services, except in accordance with the Additional Terms for Business Users noted below; and
6. You will not use an unreasonable amount of bandwidth, or adversely impact the stability of our APIs.

Additional Automation Terms

Our Services may provide certain AI-based functionalities, including (but not limited to) functionalities that use AI to respond to the reviews transmitted and otherwise published using our Services. You are responsible for monitoring and ensuring all AI-generated outputs comply with these Terms.

Prohibited Uses

Your use of our Services is conditional on you using our Services for lawful purposes only and in accordance with these Terms.

You agree that you will not use our Services:

1. To do anything that limits another person’s use or enjoyment of our Services.
2. In a way that violates any applicable laws or regulations.
3. In a way that could disable, overburden, damage, or impair our Services.
4. To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letters”, "spam", or any other similar solicitation.
5. To impersonate or suggest an association with us, our employees, or another user without permission.
6. To harm us, our affiliates, licensors, customers, or associates, or expose any of them to liability.
7. To send, knowingly receive, upload, download, use, or re-use any functions, features, or content associated with our Services in a way that does not comply with the paragraphs above.
8. To provide or contribute any false, inaccurate, or misleading information in any way that does not comply with the paragraphs above.

You also agree that you will not:

1. Use any software, device, bot, automatic means, or manual process to access our Services or copy any of our Services’ content in any manner that adversely affects our operation of the Services, our rights or our users’ use of the Services.
2. Use our Services in any manner that could interfere with any other party's use of the Services.
3. Introduce any malicious or harmful technology, including trojan horses, worms, or logic bombs.
4. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of our Services, our server, our database, or our computer systems.
5. Otherwise attempt to interfere with the proper working of our Services or create liability for us, our customers or our service providers.

Your Contributions

You must also abide by certain requirements relating to the information and data you provide, upload or otherwise contribute (“Contributions”) to our Services.

Your Contributions must not:

• Violate any applicable federal, provincial, state, local, or international law or regulation.
• Contain any material that could give rise to any civil or criminal liability under applicable laws or conflict with these Terms or our Privacy Policy.
• Contain any inappropriate content, limiting another person’s use or enjoyment of our Services.
• Violate the terms of use of any third-party website that is linked through or otherwise associated with our Services.

Additionally, Contributions are considered non-confidential and non-proprietary, and you grant us, our service providers and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose Contributions to third parties for the purpose of providing the Services. We are not responsible or liable to any third party for the content or accuracy of any Contributions. We do not endorse the Contributions, nor are we responsible for any failure or delay in removing Contributions that violate these Terms. We also reserve the right to delete or otherwise remove any Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) you own or control all rights in and to the Contributions and have the right to grant the license granted above; (ii) all of your Contributions comply with these Terms; and (iii) you understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of any and all Contributions associated with you.

Monitoring and Enforcement; Termination

Your acceptance of these Terms means we have the right to:

• Take any action we believe is necessary to protect the Company, our affiliates, our customers, or anyone else who may be adversely affected by your Contributions or your breach of these Terms.
• Suspend or terminate your access to all or part of our Services for any reason, including a violation of these Terms.
• Cooperate with any law enforcement authority or court requesting disclosure of anyone’s use of our Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS, FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

Reliance on Links & Information Posted

The information, functionality and third-party links offered through our Services are important to us, but they might not be perfect. Accordingly, you use such information, functionality and third-party links at your own risk.

Our Services may include content provided by third parties, such as our customers or businesses we work with. We do not take responsibility for the content provided by these third parties, and their contributions may not align with our views. In addition, we cannot guarantee that the information and third-party links are accurate, complete, or useful. Please take precautions when using any content provided by a third party.

Additionally, although we make reasonable efforts to update the information on our Services (and unless applicable law requires otherwise), we make no representations, warranties, or guarantees, whether express or implied, that the content or third-party links provided through our Services are accurate, complete, or up to date, and we assume no liability for the content, third-party links or communications appearing on or provided through our Services.

Free Trials & Promotions

We may, at our sole discretion, offer free trials for certain features or subscription plans associated with our Services. If a free trial is offered, the specific terms and duration will be specified at the time of sign-up.

We reserve the right to modify or cancel free trials at any time without notice. Free trials are limited to one per user unless otherwise stated.

From time to time, we may also offer promotions such as discounts, special offers, contests, or referral programs (“Promotions”), subject to limitations imposed by applicable law. These Promotions may be subject to additional terms and conditions, which will be made available at the time of the Promotion. We reserve the right to modify, suspend, or terminate any Promotion at any time without prior notice.

Purchases Through Our Services

Any purchases you make through our Services are governed by the following terms:

PRICES & PAYMENT

We offer monthly and annual subscriptions to access and use our Services.

Beginning on the date of purchase, we will charge the payment method (e.g. your credit card) you provide, and we will continue to charge the payment method provided on each renewal date until your subscription is cancelled by you or us. The “renewal date” is the monthly or annual anniversary (depending on the subscription you choose) of the date you purchase a subscription.

By purchasing a subscription to our Services, you authorize us to charge your payment method on the date of purchase and subsequent renewal date (until your subscription ends).

Unless applicable law requires otherwise, you will not be refunded for any changes you make to your chosen price after payment is made.

If you change your subscription to our Services while your subscription is active, the fees charged to your account will be pro-rated accordingly. For example, if you upgrade your subscription to a more expensive plan half-way through your subscription period, your payment method will be charged for 50% of the price associated with the upgrade, and the full subscription fee (for your upgraded Services) will be charged in the next subscription period. If you downgrade your subscription, you will be issued a credit equal to the amount that would have been paid for the remainder of your current subscription period, and such credit will be applied to your account in the next subscription period.

All prices, discounts, and promotions associated with our Services are subject to change without notice. The prices we charge will be the prices in effect at the time your purchase is made and will be set out in the invoice associated with your purchase. Posted prices do not include taxes or other service charges. All such taxes and charges will be added to your invoice and itemized.

We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, creating inaccuracies related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any purchases relating to such occurrences.

Terms of payment are within our sole discretion and, unless otherwise agreed by us, payment must be received by us before we provide use or access (or continuing use or access) to our Services. You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such payment mechanism for the purchase, and (iii) charges incurred by you will be honoured by you and any relevant third party (e.g. a credit card company).

CANCELLATIONS

You may cancel your subscription at any time, and your subscription will end at the conclusion of your then-current subscription period. While we do not typically offer refunds for subscriptions to our Services, we will consider refund requests on a case-by-case basis (unless the law requires otherwise).

We may cancel or suspend any subscription you have purchased if (A) you fail to pay the applicable subscription fees and any applicable taxes in a timely manner; or (B) you violate these Terms or the terms of any other agreement between you and us. We reserve the right to delete your information upon the cancellation or suspension of Services, in accordance with our Privacy Policy. If your subscription is terminated by us, you will not be entitled to a refund for any unused portion of your subscription (unless applicable law requires otherwise).

If you have an issue with our billing, we encourage you to reach out to us at [email protected].

Geographic Restrictions

We are based in Alberta, Canada. The Services are not intended for use in any jurisdiction where its use is not permitted, and we do not make any representations or warranties that our Services may be used outside our local jurisdiction. If you access the Services from outside Alberta, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (A) YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES (INCLUDING, BUT NOT LIMITED TO, ARTIFICIAL INTELLIGENCE (AI) OUTPUTS AND RELATED SERVICES) OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK; AND (B) THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL ATTACK OR MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES OR ON ANY WEB SERVICES LINKED THERETO. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE (1) TIMES THE TOTAL AMOUNTS PAID TO THE COMPANY UNDER THIS AGREEMENT IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100 DOLLARS, WHICHEVER IS LESS.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including attorneys’ fees) arising out of or relating to any claim in connection with your use of the Services or your negligence, wilful misconduct, or breach of this Agreement. You shall not enter into any settlement without our prior written consent.

Force Majeure

We will not be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms when and to the extent our failure or delay is caused by or results from acts beyond our reasonable control.

Governing Law and Jurisdiction

The Services and these Terms will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Alberta or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. Further, the United Nations Convention on the International Sale of Goods shall not apply.

Any action or proceeding arising out of or relating to the Services or these Terms will be instituted in the courts of the Province of Alberta and/or the Federal Court of Canada (as it operates in that province), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Waiver, Severability & Entire Agreement

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

These Terms, including any documents and other policies incorporated herein by reference, will be deemed the entire agreement between you and us with respect to the subject matter of these Terms, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any terms herein that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.

Our Relationship with You

These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between us and you, and there are no third-party beneficiaries to this Agreement except as otherwise expressly provided in this Agreement. The Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Updates to These Terms

We may update these Terms (in our sole discretion) periodically, so we encourage you to check our Services for updates. All revisions become effective immediately at the time we post them, unless we state otherwise. Your continued use of the Services after such updated Terms come into force means you accept and agree to the changes, and you will be bound by such updated Terms going forward if you continue using our Services.

Contact

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to us using the following information:

Additional Terms for Affiliates

In addition to the terms and conditions set forth in this Agreement, the following terms apply to all persons who enroll in our affiliate marketing programs (“Affiliates”), as further described at https://localimpact.com/affiliates (including any related or successor URLs) and any affiliate marketing platforms we use to administer our affiliate marketing programs (collectively, the “Affiliate Platforms”):

1. Commissions. We will pay Affiliates a commission ("Commission") based on the amounts we receive from Qualifying Customers, subject to any other modifications or limitations set forth on the Affiliate Platforms relating to Commissions and Commission eligibility. The Commission will be equal to the Commission rates determined by us and communicated to Affiliates through the Affiliate Platforms. Commissions may change from time to time in our sole discretion. Commission payments will be made on dates and via the methods of our choosing, provided such payments meet or exceed the minimum payment amounts described on the Affiliate Platforms. Subject to any other modifications or limitations set forth on the Affiliate Platforms relating to Commission eligibility, “Qualifying Customers” are paying users of our Services that subscribe to our Services during the Tracking Period after clicking on an Affiliate’s Affiliate Link. “Affiliate Link” means the unique tracking link (associated with our affiliate marketing programs) that Affiliates provide others when promoting our Services, and “Tracking Period” means the duration of the cookie (e.g. 30 days) associated with an Affiliate Link, as described on the Affiliate Platforms.
2. Commission Limits. Commissions may not be paid if (i) Commissions are prohibited by applicable law, (ii) Commissions have been obtained by fraudulent means, misuse of an Affiliate Link, or in violation of any terms applicable to the Affiliate Platforms (including these Terms), or (iii) an Affiliate misuses any Affiliate Link or tool or engages in any activity that we deem to be a breach of the spirit of our affiliate marketing program.
3. Taxes. Affiliates are responsible for all sales taxes, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, provincial, territorial, or local governmental or regulatory authority on any amounts payable hereunder.
4. Compliance with Laws. Affiliates agree that they shall take all necessary action to comply with any and all applicable laws (including, but not limited to, the laws governing this Agreement and Affiliates), including applicable privacy laws and laws concerning the Affiliates’ marketing and advertising practices.
5. Affiliates Representations and Warranties. Affiliates represent and warrant that: (i) they have sufficient rights and permissions to participate in our affiliate marketing programs and to provide Qualifying Customers for our use in sales and marketing efforts, (ii) participation in our affiliate marketing programs will not conflict with any of the Affiliates’ existing agreements or arrangements; (iii) they will not attempt to mask the referring URL information; and (iv) they will not purchase ads that could be considered as competing with our own advertising, including, but not limited to, our branded keywords.
6. Trademarks. In the event that we make our trademarks available to Affiliates through the Affiliate Platforms, an Affiliate may use our trademarks as long as they follow our usage requirements. Additionally, each Affiliate must (i) only use the trademarks that we make available to them, without altering such trademarks in any way; (ii) only use our trademarks in connection with our affiliate marketing programs; and (iii) immediately comply with any request to discontinue use of any or all of our trademarks. Further, Affiliates must not use our trademarks: (i) in a misleading or disparaging way; (ii) in a way that implies we endorse, sponsor or approve of an Affiliate’s services or products; or (iii) in connection with an obscene, indecent, or unlawful topic or material.
7. Additional Restrictions. Affiliates are prohibited from representing themselves as our employee or otherwise implying any partnership, joint venture or agency relationship exists between such Affiliates and us.
8. Reservation of Rights. We reserve the right to modify the terms of our affiliate marketing programs or cancel them at any time. We do not promise to make any affiliate tools, Affiliate Links, or Affiliate Platforms available, and we may choose to do so, or not to do so, at our discretion. Cookies used as part of our affiliate marketing programs have a set duration, and we are not responsible for their failure to function or lost commissions relating to such cookies.
9. Independent Contractors. Affiliates are and shall remain at all times independent contractors and not employees or dependent contractors of ours. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary, or employment relationship between any Affiliates and us, for any purpose, and Affiliates do not have the authority to contract for or bind us in any manner whatsoever.
10. Precedence. As between us and Affiliates, in the event these Additional Terms for Affiliates conflict with any terms set forth elsewhere in this Agreement, these Additional Terms for Affiliates shall take priority, provided that nothing in these Additional Terms for Affiliates shall limit the indemnity, disclaimer of warranties or limitations on liability terms described in the Agreement.

Additional Terms for Business Users

In addition to the terms and conditions set forth in this Agreement, the following terms apply to all users who purchase the “Agency” subscription plan or otherwise white-label our Services (“Business Users”):

1. License. Subject to a Business User’s continued compliance with these Terms, we hereby grant each Business User a limited, non-exclusive, non-transferable and revocable license to use our Services, as may be reasonably required for re-branding and reselling access to the Services under such Business User’s own brand. Any license granted under this Section will automatically terminate upon a breach of the terms set forth in these Terms (including those set forth in these Additional Terms for Business Users). Under this license, portions of our Services’ platform may be modified by Business Users, incorporating their name, logo, trademark, and colour scheme into their individual access area within our Services’ platform. Business Users are solely responsible for copyright, trademark or other intellectual property matters related to their customized look and feel of the Services. We may remove any Business User’s modifications at any time without advance notice and without liability to such Business User, who hereby acknowledges that we are not responsible for any limitations that prevent such Business User from publishing a white-labeled version of the Services.
2. License Limitations. Except as otherwise expressly set forth in this Agreement and these additional terms, Business Users shall not at any time, directly or indirectly: (A) copy, modify, or create derivative works of the Services, in whole or in part; (B) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (C) remove any proprietary notices from the Services; or (D) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. License Provided by Business Users. Business Users grant to us a non-exclusive, royalty-free right to use and display such Business User’s trademarks and copyrighted works in connection with the licenses granted to Business Users and Business Users’ delivery of the Services to others (“End Users”).
4. Compliance with Laws. Business Users agree that they shall take all necessary action to comply with any and all applicable laws (including, but not limited to, the laws governing this Agreement, the laws applicable to End Users, and the laws applicable to the Business User), including applicable privacy laws. Without limiting the generality of the foregoing, Business Users are responsible for all data privacy requirements relating to their practices and any access to the Services that they provide to End Users.
5. Responsibilities. Business Users are solely responsible for configuring, assembling, making, marketing, packaging, and delivering the Services to End Users, as permitted by these additional terms. Additionally, Business Users are solely responsible for providing technical support to End Users, and this Agreement does not entitle Business Users to any maintenance, support, or training relating to the Services.
6. Additional Restrictions. Business Users are prohibited from representing themselves as our employee or otherwise implying an association with us when providing access to our Services to others. Business Users may not direct End Users to contact us for technical support, nor may they directly or indirectly solicit our existing customers to cancel their subscription to our Services in order to purchase a subscription to such Business Users’ white-labeled version of our Services.
7. Reservation of Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Business Users or any third party any intellectual property rights or other right, title, or interest in or to any of the Services.
8. End User Information. Business Users shall (both during and after the term of this Agreement) provide to us, in such written, electronic, or other form as we may reasonably request for the purposes of administering or enforcing these Terms, all End User information collected or received by such Business User. For any End User information provided to us that includes personal information, a Business User must: (i) notify and, where required by applicable law, obtain the written consent of all End Users whose information may be transferred or disclosed to us and inform them of the purposes of such disclosure; (ii) maintain appropriate administrative, physical, and technical safeguards for the protection of the privacy, security, confidentiality, and integrity of such End User’s information; and (iii) comply, and ensure that its employees, agents, and contractors comply, with all applicable laws regarding data privacy and security, required data breach notifications, and personal information.
9. Responsibility to End Users. When providing access to the Services to End Users, Business Users agree that they are fully liable to such End Users for their access to and use of the Services, and Business Users are solely responsible for the resolution of all customer disputes and inquiries. If we determine, in our sole discretion, that a Business User is consistently or repeatedly failing to provide End Users with adequate resolutions to their disputes and inquiries, or if we receive complaints that a Business User is not responding to legitimate End User disputes or inquiries, we reserve the right to exercise our ability to terminate a Business User’s account and access to the Services.
10. Fees. For each account used to access the Services that is associated with a Business User, such Business User shall pay the Company the corresponding fees, in the amounts determined by us ("Fees"). Unless we agree otherwise, Business Users may not offer or accept any deduction of Fees, credits, or allowances, and the Fees are subject to change from time to time in our sole discretion. In the event a Business User wishes to exceed the limits of its subscription plan, such Business User must purchase additional subscriptions.
11. Taxes. Business Users are responsible for all sales taxes, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, provincial, territorial, or local governmental or regulatory authority on any amounts payable hereunder.
12. Independent Contractors. Business Users are and shall remain at all times independent contractors and not employees or dependent contractors of ours. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary, or employment relationship between any Business Users and us, for any purpose, and Business Users do not have the authority to contract for or bind us in any manner whatsoever.
13. Precedence. As between us and Business Users, in the event these Additional Terms for Business Users conflict with any terms set forth elsewhere in this Agreement, these Additional Terms for Business Users shall take priority, provided that nothing in these Additional Terms for Business Users shall limit the indemnity, disclaimer of warranties or limitations on liability terms described in the Agreement.