TERMS OF SERVICE (INCLUDING ALL OTHER TERMS AND POLICIES REFERENCED) COMPRISE OF A LEGAL AGREEMENT BETWEEN SHOPPERS AND THE REVIEWER GROUPS WEBSITE, REGARDLESS OF YOUR CORPORATE FORM OR IF YOU ARE AN INDIVIDUAL. THESE TERMS GOVERN YOUR USE OF, AND DEALINGS WITH, US, OUR WEBSITE, FUNCTIONS AND FEATURES LOCATED AT WWW.REVIEWERGROUPS.COM AND ANY SERVICES WE PROVIDE.
PLEASE READ CAREFULLY. OUR TERMS OF SERVICE IS A LEGALLY-BINDING AGREEMENT THAT CONTAINS YOUR BINDING AGREEMENT TO ARBITRATE DISPUTES, YOUR CONSENT TO PERSONAL JURISDICTION AND YOUR RELEASE OF CERTAIN CLAIMS AND LIABILITIES AGAINST US, AND WAIVER OF YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AGAINST REVIEWER GROUPS AND/OR SUBSIDIARIES.
BY REGISTERING TO REVIEWER GROUPS, AND LOGGING INTO A SHOPPER ACCOUNT, (A) YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD THIS TOS AND ANY AMENDMENTS MADE SINCE PREVIOUS USE OF PERSONAL ACCOUNT; (B) YOU ARE REPRESENTING THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US; (C) YOU ARE ACCEPTING THIS TOS AND AGREEING THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT, (D) YOU ARE AGREEING THAT THIS TOS WILL BE DEEMED TO SATISFY ANY REQUIREMENT UNDER APPLICABLE LAW THAT AN AGREEMENT BETWEEN YOU AND REVIEWER GROUPS BE IN WRITING AND (E) YOU ARE AGREEING THAT YOUR ACTIONS IN REGISTERING FOR OR LOGGING INTO OR USING REVIEWER GROUPS WILL BE DEEMED TO BE YOUR VALID AUTHENTICATED SIGNATURE FOR PURPOSES OF ANY APPLICABLE LAW REQUIRING THAT THIS TOS BETWEEN YOU AND US BE SIGNED BY YOU IN WRITING.
IF YOU ARE ENTERING INTO THIS TOS ON BEHALF OF A COMPANY OR OTHER LEGAL NON-PERSON ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THIS TOS, AND REFERENCES TO “YOU” AND “YOUR” IN THIS TOS WILL ALSO BE READ TO REFER TO THAT PERSON OR ENTITY.
IF YOU DO NOT AGREE TO THESE TERMS OR IF YOU ARE NOT AT LEAST EIGHTEEN (18) YEARS OF AGE AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT WITH US, YOU ARE PROHIBITED FROM REGISTERING FOR OR LOGGING INTO REVIEWER GROUPS.
Reviewer Groups generally allows merchants who have registered to set-up and administer Deals. A “Deal” means that the merchant uses Reviewer Groups to make available (on a limited-time/limited quantity basis) promotional codes for a price discount on a specific good offered by the merchant (a “Product”) to consumers who have registered (“Shoppers”). Special promotional codesmade available through Reviewer Groups are connected to either “Free Products”, “Deals”, or “Reviews”. Shoppers may claim and redeem available Deals to purchase the Product at certain online retailers such as Amazon.com.
We may add, delete and/or modify features and functionalities as we deem necessary at our sole discretion. With respect to new or additional features and functionalities, additional terms and/or fees may apply to these features, and using such new or additional features after notice of such additional terms and/or fees constitutes your consent to such additional terms and fees, which WILL become part of this agreement (and if such additional terms conflict with other terms of this agreement, they will control with respect to such new or additional features).
ALL OF OUR OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT ARE SUBJECT TO ALL POLICIES OF THE APPLICABLE ONLINE RETAILERS, WHICH MAY BE CHANGED AT ANY TIME BY ONLINE RETAILERS. WE HAVE NO CONTROL OVER SUCH POLICIES OR CHANGES, NOR WILL WE HAVE ANY LIABILITY TO YOU FOR OUR FAILURE TO CLAIM OR REDEEM A DEAL ON YOUR BEHALF AS A RESULT OF ANY SUCH POLICIES OR CHANGES.
Subject to all terms and conditions of this agreement, we grant you a limited non-exclusive, personal, nontransferable, non-assignable, non-sub-licensing, revocable license, only when you are in compliance with all terms and conditions of our terms of service and this agreement has not been terminated. To access and use available features of Reviewer Groups, examine available Deals and claim available promotional codes.
You may not make any other use of Reviewer Groups not specifically permitted in this agreement without our prior express written consent. Without limiting any other term of this agreement, you agree that you will not and WILL cause all of Your Users to not: (i) do any act not expressly permitted by this TOS, or access or use Reviewer Groups in violation of this TOS or in violation of any applicable laws, rules or regulations; (ii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available Reviewer Groups or your right to access or use Reviewer Groups to any third party in any way; (iii) copy, modify, adapt, publicly display or publicly perform or create derivative works of Reviewer Groups or any portion thereof (including any content that is not Your Content), or decompile, reverse assemble, or otherwise reverse engineer Reviewer Groups or any portion thereof, except to the extent otherwise expressly permitted by law; (iv) attempt to gain unauthorized access to, or otherwise impair the security of, Reviewer Groups or any information accessible thereby (including information of third parties) or any systems or data of us or a third party (including any other user of Reviewer Groups); or (v) use Reviewer Groups to process, store, transmit or receive any information or materials if prohibited under this TOS or by applicable laws, rules or regulations. THIS PARAGRAPH WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
“Your User(s)” means each person or entity who accesses or uses Reviewer Groups by or through you, your account or user IDs and passwords (whether or not such access or use is authorized by you). You are responsible for all activity occurring under your account and all acts and omissions of Your Users, including for all charges under your account or incurred by Your Users. You agree that any acts or omissions of Your Users that would constitute a breach of this agreement or failure of a condition if committed by you will be deemed to be a breach of this agreement or failure of such condition by you, and you will be responsible and liable for all such acts or omissions. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
To use Reviewer Groups, you must provide all information we request to establish, register and confirm your account with Reviewer Groups (for example, identification and contact information, billing and payment information) and to establish access credentials (for example, user IDs and passwords). You will ensure that all such information is kept current, complete, truthful and accurate at all times. You will keep all account information (including user IDs and passwords, and other means to access non-public portions of Reviewer Groups) confidential and disclose them only on a “need-to-know” basis.
As part of your registration, you must allow us to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide Reviewer Groups or to perform under (or to exercise our rights under) this TOS. We have the right to refuse your registration or suspend or terminate your use of Reviewer Groups if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times.
You consent to use and receipt of electronic communications and records related to Reviewer Groups or your account (which communications and records may include, without limitation, notices related to Reviewer Groups requiring your attention, agreements and policies, and transaction receipts or confirmations). You give us permission to provide these communications and records to you electronically instead of in paper form. You also consent to the use of electronic signatures by you and us, and such electronic signatures will be deemed to satisfy any requirement under applicable law that an agreement, or that your signature to the agreement, be in writing.
Minimum hardware, software and connectivity requirements for you and Your Users to use Reviewer Groups and make and receive electronic communications, records and signatures include: (i) a valid email address and current mail client; (ii) a connection to the Internet; (iii) currently-supported versions of a web browser and any necessary plug-ins; (iv) a currently-supported version of a program that accurately reads and displays PDF files, such as the current version of Adobe Acrobat Reader; (v) a computer or device and an operating system capable of supporting all of the above; and (vi) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. You are solely responsible for procuring and maintaining all such necessary hardware, software and connectivity at all times.
We have NO LIABILITY for your inability to fully use Reviewer Groups (including to claim or redeem Discounts) or to receive, make or act upon such electronic communications, records or signatures if caused by (i) your failure to procure and maintain all necessary hardware, software and connectivity, (ii) any act or omission of any third party (including any provider of such hardware, software and connectivity), or (iii) your failure to keep all contact information and all other account-related information current, truthful, complete and accurate at all times. You may withdraw these consents by giving us notice in writing – however, IF YOU WITHDRAW YOUR CONSENT TO RECEIVE SUCH RECORDS AND NOTICES ELECTRONICALLY OR TO USE ELECTRONIC SIGNATURES, YOU WILL NO LONGER BE PERMITTED TO USE REVIEWER GROUPS.
You may examine Deals and claim discounts, subject to the terms and conditions of this agreement. Claiming a discount signifies your agreement to redeem the discount at the applicable online retailerand provide a review on the applicable online retail site. Deals may be subject to additional terms and conditions imposed by third parties such as the merchant or the online retailer (such as quantity limits or expiration dates). It is your responsibility to ascertain all terms and conditions applicable to a given Deal or Product before claiming a Deal. You agree and understand that a given merchant may choose to limit the ability to view, or claim discounts for, certain Deals based on criteria selected by the merchant, and we do not guarantee that you will be able to view, or claim cash back on, all Deals available on Reviewer Groups.
When you claim a Discount, we will provide you with a promotional code that you may then use to purchase the Product at a discounted price. Reviewer Groups does not redeem discounts – all redemptions must be made at the website of the applicable online retailer by the link to the Product page we provide. A given Deal may be redeemed only at the country-specific website for the online retailer(s) identified for the Deal (for example, a Promotion for a Deal identified for the Amazon.com U.S. site may not be redeemed at other Amazon sites such as the Amazon UK site). Unless specifically stated otherwise on Reviewer Groups, all Deals are limited to “One Redemption Per Customer” (one time use). By claiming a Deal, you are agreeing to use best efforts to redeem the Deal at the applicable online retailer on the same calendar day you claim the Deal.
Without limiting any other term or condition of this TOS, you acknowledge and agree that the PRICING AND DISCOUNTS IDENTIFIED IN A DEAL ARE SET BY THE APPLICABLE MERCHANT OR ONLINE RETAILER AT THE TIME THE DEAL IS SET UP. THE MERCHANT OR ONLINE RETAILER MAY CHANGE THE PRICING OF THE PRODUCT ON THE APPLICABLE ONLINE RETAILER WEBSITE AFTER THE DEAL IS SET UP OR AFTER YOU CLAIM A DEAL, WHICH MAY RESULT IN THE FINAL PRICE YOU ARE ASKED TO PAY ON THE ONLINE RETAILER BEING DIFFERENT FROM THE PRICE IDENTIFIED IN THE DEAL OR CASHBACK AMOUNT. WE HAVE NO CONTROL OVER THE MERCHANT OR ONLINE RETAILER CHANGING THE PRICE, AND NO LIABILITY IN CONNECTION WITH ANY SUCH PRICE CHANGE OR YOUR INABILITY TO REDEEM THE DEAL/CASHBACK AMOUNT FOR THE PRICE IDENTIFIED IN THE DEAL OR CASHBACK PROGRAM.
IF SUCH A PRICE CHANGE RESULTS IN A HIGHER FINAL PRICE FOR THE PRODUCT AND YOU CHOOSE TO REDEEM THE DEAL AND PURCHASE THE PRODUCT AT THE HIGHER PRICE, WE HAVE NO LIABILITY TO YOU FOR THE PRICE DIFFERENCE. IF YOU CHOOSE TO NOT REDEEM THE DEAL BECAUSE OF A PRICE CHANGE, YOUR SOLE AND EXCLUSIVE REMEDY IS FOR US TO ADJUST YOUR ACCOUNT SO THAT THIS DEAL IS NOT COUNTED AGAINST YOUR LIMIT ON CLAIMED DEALS.
UNLESS SPECIFICALLY IDENTIFIED OTHERWISE IN THE APPLICABLE DEAL, THE PRICING OR DISCOUNT FOR PRODUCTS IDENTIFIED IN A DEAL APPLIES ONLY TO THE PURCHASE PRICE OF THE PRODUCT, AND DOES NOT INCLUDE OR APPLY TO ADDITIONAL AMOUNTS THAT MAY BECOME DUE TO A THIRD PARTY AS A RESULT OF REDEEMING THE DEAL OR PURCHASING OR RECEIVING THE PRODUCT (SUCH AS, FOR EXAMPLE, SHIPPING CHARGES OR SALES, USE, EXCISE, VALUE-ADDED OR SIMILAR TAXES, FEES, ASSESSMENTS, OR DUTIES), ALL OF WHICH ARE YOUR RESPONSIBILITY TO PAY IN ADDITION TO THE PURCHASE PRICE.
You understand and agree that you may only be permitted to claim a limited number of Deals at any given time (which will be specified on Reviewer Groups or on your Reviewer Groups account page from time to time.) You understand that we may adjust this limit from time to time, and we may refuse to allow you to claim additional Deals beyond that limit until certain additional conditions are met. For example, where you have claimed the limited number of Deals we allot to you, you may not be able to claim additional Deals until we have verified that you redeemed the Deals you claimed. Notwithstanding the number of available Deals you may have, you specifically agree that YOU MAY NOT AND WILL NOT (I) CLAIM MORE THAN ONE PROMO CODE FOR THE SAME DEAL OR FOR THE SAME PRODUCT (EVEN IF OFFERED UNDER A DIFFERENT DEAL), (II) REDEEM THE SAME DISCOUNT MORE THAN ONCE, (III) CREATE, HAVE OR USE MORE THAN ONE (1) ACCOUNT PER HOUSEHOLD ON REVIEWER GROUPS, AND/OR (IV) USE ANY MEANS, DEVICE, PROCESS, METHOD OR OTHER PERSON (EVEN A PERSON USING A SEPARATE ACCOUNT) TO CREATE ADDITIONAL ACCOUNTS FOR YOUR BENEFIT OR TO CLAIM ADDITIONAL DEALS FOR YOUR BENEFIT BEYOND THOSE TO WHICH YOU ARE PERMITTED UNDER THIS TOS. We always retain the right to refuse to permit you to claim a Deal if you are not in compliance with all terms and conditions of this TOS and we will have NO LIABILITY to you for such a refusal. We reserve the right to suspend or terminate ALL accounts in a given household if we determine that more than one (1) account for such household has been registered on Reviewer Groups.
We expect Shoppers such as you to be genuine end user consumers who will purchase Products for their own use. YOU AGREE THAT YOU WILL CLAIM DEALS, AND ACQUIRE PRODUCTS BY REDEEMING DISCOUNTS, ONLY FOR YOUR OWN PERSONAL USE AS AN END USER CONSUMER, AND YOU WILL NOT CLAIM DISCOUNTS, OR ACQUIRE PRODUCTS BY REDEEMING REWARDS, FOR PURPOSES OF RESALE OR FURTHER DISTRIBUTION OF SUCH DISOUNTS OR PRODUCTS. YOU AGREE YOU WILL NOT SHARE DEALS YOU HAVE CLAIMED WITH OTHERS OTHER THAN BY REFERRING THEM TO REVIEWER GROUPS.COM TO GET THEIR OWN DEAL, AND YOU FURTHER AGREE THAT YOU WILL NOT CLAIM OR REDEEM DEALS FOR ANY PRODUCTS IN WHICH YOU MAY HAVE A DIRECT OR INDIRECT FINANCIAL INTEREST OR THAT MAY HAVE A DIRECT OR INDIRECT FINANCIAL EFFECT ON YOU OR AN IMMEDIATE FAMILY MEMBER (FOR EXAMPLE, AND WITHOUT LIMITATION, YOU WILL NOT CLAIM OR REDEEM DEALS FOR PRODUCTS OFFERED BY YOU OR AN IMMEDIATE FAMILY MEMBER OR BY A BUSINESS COMPETITOR OF YOU OR AN IMMEDIATE FAMILY MEMBER).
ALL DEALS, PRODUCTS AND PROMOTIONS ARE STRICTLY SUBJECT TO AVAILABILITY AND ARE PROVIDED ON AN “AS AVAILABLE BASIS”. Deals may be time-limited and/or only a limited number of Deals may be available to be claimed for a given Deal on a per-day basis or over the life of the Deal. We may discontinue a Deal at any time. We will have NO LIABILITY for (i) errors or inaccuracies in Deal rates or in Product or pricing descriptions or terms, (ii) any third party terms and conditions on Cashback Promotions, Deals or Products or any failure by you or the third party to comply with them, (iii) the failure or refusal of a merchant or online retailer to honor a Cashback Promotion or Deal in accordance with its terms or any inability to claim or redeem a Deal caused by acts or omissions of any third party or otherwise beyond our control, including without limitation errors or unavailability of the online retailer’s website, or pricing that does not comply with the terms of the Promotion or Deal, or (iv) unavailability of any Deal or Promotion or of any Product for which you have claimed or redeemed a Discount.
YOU SPECIFICALLY AGREE THAT WE ARE NOT A MANUFACTURER, DESIGNER, DISTRIBUTOR, IMPORTER, EXPORTER OR SELLER OF ANY PRODUCT THAT IS THE SUBJECT OF A DEAL OR FOR WHICH YOU REDEEM A DISCOUNT. WE WILL HAVE NO RESPONSIBILITY FOR, OR LIABILITY WITH RESPECT TO SUCH PRODUCTS OR ANY INFORMATION RELATED TO THEM, INCLUDING WITHOUT LIMITATION THEIR DESIGN, MANUFACTURE, QUALITY, ACCURACY, MARKETING, SALE, TRANSPORTATION OR COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS. YOUR SELECTION OF AND USE OF ANY SUCH PRODUCT IS SOLELY AT YOUR OWN RISK. WE ARE NOT RESPONSIBLE FOR ANY WARRANTIES WITH RESPECT TO ANY SUCH PRODUCTS OR FOR ACCEPTING PAYMENT OR RETURNS FOR, OR ISSUING REFUNDS FOR, ANY SUCH PRODUCTS. WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR PRODUCTS TO THE FULLEST EXTENT PERMITTED BY LAW. YOU AGREE THAT YOU WILL COMPLY WITH ALL POLICIES OF THE APPLICABLE ONLINE RETAILER.
YOU AGREE THAT WE ARE NOT A PARTY TO ANY TRANSACTION OR INTERACTION BETWEEN YOU AND ANY THIRD PARTY (INCLUDING ANY MERCHANT, ONLINE RETAILER OR USER OF REVIEWER GROUPS), EVEN IF THAT TRANSACTION OR INTERACTION IS FACILITATED, IN WHOLE OR IN PART, BY OR THROUGH US OR REVIEWER GROUPS. YOUR TRANSACTIONS AND INTERACTIONS WITH ANY THIRD PARTY, INCLUDING PAYMENT AND FULFILLMENT OF PRODUCTS, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH TRANSACTIONS OR INTERACTIONS, ARE SOLELY BETWEEN YOU AND SUCH THIRD PARTY AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH TRANSACTIONS AND INTERACTIONS ARE AT YOUR OWN RISK. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND OR NATURE INCURRED AS THE RESULT OF, OR IN CONNECTION WITH, ANY SUCH TRANSACTION OR INTERACTION. YOU ALSO UNDERSTAND AND AGREE THAT IF THERE IS A DISPUTE BETWEEN YOU AND ANY THIRD PARTY, WE HAVE NO OBLIGATION TO BECOME INVOLVED. WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THESE TRANSACTIONS AND INTERACTIONS TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU HEREBY RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR INTERACTIONS WITH ANY THIRD PARTY (INCLUDING ANY MERCHANT, ONLINE RETAILER OR USER OF REVIEWER GROUPS), INCLUDING ANY DISPUTES ARISING IN CONNECTION THEREWITH.
THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
“Your Content” means any and all materials, data or information that you or any of Your Users delivers or makes available (or causes to be delivered or made available) to us or Reviewer Groups (i) in connection with our performance hereunder or your use of Reviewer Groups or (ii) that are utilized in connection with, incorporated into, or made available to others via Reviewer Groups. “Your Content” includes, without limitation, any content you provide in a posting or communication using Reviewer Groups. “Your Content” also specifically includes any information or material not owned by us which is accessible via any link created or provided by you or any of Your Users (or by us on your behalf or at your direction) to or from any portion of Reviewer Groups(including links you include in your postings or communications).
From time to time, Reviewer Groupsmay make available features or functionalities that allow you to make postings, publish Your Content (defined below) and/or communicate or interact with other users of Reviewer Groups. These features and functionalities are offered as a convenience at our discretion, and we may discontinue them at any time. You agree YOU ALONE ARE THE SOLE AUTHOR OF, AND ARE SOLELY RESPONSIBLE FOR, ALL OF YOUR CONTENT AND YOUR PROMOTIONS. In no event will we be deemed to be the author, creator, editor, publisher or promoter of Your Content or your Promotions for any purpose. You agree that Your Content and your use of any such features or functionalities must comply with this TOS, including any additional policies that we publish on Reviewer Groupsrelating to Your Content or such features or functionalities.
We reserve the right to (but do not have the obligation to), at any time, refuse, edit, delete, remove or disable access to any of Your Content, WITHOUT ANY LIABILITY TO YOU, where required by applicable law, rule or regulation, or if we determine that it does not comply (or that you are not complying) in all respects with this TOS, or if we determine, in our sole discretion, that Your Content could lead to liability on our part to any third party or is not appropriate for Reviewer Groups. WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY AGREE THAT YOU WILL NOT USE REVIEWER GROUPS IN CONNECTION WITH, OR PROVIDE, ANY CONTENT OR SUBJECT MATTER THAT MEETS ANY OF THE FOLLOWING CRITERIA:
You agree that we (and our licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to Reviewer Groups, all content on Reviewer Groups(other than Your Content), all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights worldwide not specifically granted to you in this TOS, and you agree that you will not, and will cause all of Your Users to not, make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by the terms and conditions of this TOS. The “Reviewer Groups” name and logo, “Write for Rewards”, “Cashback Program” and the other product and service names and logos associated with Reviewer Groups are trademarks or service marks of ours or of third parties, and no right or license is granted to you to use them for any purpose whatsoever. This Section does not limit any rights or remedies we may have under any applicable laws, rules and regulations.
You grant to us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, assignable, transferable and sublicenseable (at multiple levels) right and license to use, reproduce, disclose, adapt, translate or transform, publish, distribute (internally and externally), perform and publicly display copies of, and prepare derivative works based upon, Your Content and derivatives thereof, and authorize others to do any of the foregoing, as reasonably necessary to use Your Content in connection with Reviewer Groupsand performance of our obligations hereunder and to provide Reviewer Groupsto you and/or others, regardless of the form, medium, or technology being employed to provide Reviewer Groups. You hereby represent, warrant and covenant to us that: (i) prior to delivering or making available Your Content to us or using it in connection with Reviewer Groups, you have obtained or will obtain from all owners or proprietors of any and all of Your Content all rights in, and consents of third parties with respect to, Your Content reasonably necessary for us and our agents and subcontractors to lawfully perform hereunder and to do all acts related thereto described in this TOS (including exercising any licenses granted hereunder); and (ii) you will maintain all rights and consents set forth at subsection (i) for so long as any license granted to us survives. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS TOS FOR ANY REASON.
YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUCCESSORS OR ASSIGNS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS (EACH INDIVIDUALLY AN “INDEMNITEE” AND COLLECTIVELY “INDEMNITEES”), TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, DAMAGE, OR HARM (INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES) SUFFERED BY ANY INDEMNITEE ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING (EXCEPT TO THE EXTENT CAUSED BY OUR OWN NEGLIGENCE OR WILLFUL MISCONDUCT):
ALL INDEMNITEES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS SECTION.
THIS SECTION WILL SURVIVE THE TERMINATION OF THIS TOS FOR ANY REASON.
YOUR USE OF REVIEWER GROUPS IS AT YOUR OWN RISK. REVIEWER GROUPS IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT, EXCEPT AS SPECIFICALLY STATED IN THIS TOS, WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO REVIEWER GROUPS, ITS CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION OBTAINED THROUGH REVIEWER GROUPS, OR ANY PRODUCTS, DEALS OR SNAGS). WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF REVIEWER GROUPS, THAT REVIEWER GROUPS OR THE COMPUTING ENVIRONMENT THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT REVIEWER GROUPS, ITS CONTENT OR ANY OTHER SUBJECT MATTER (INCLUDING WITHOUT LIMITATION ANY SERVICES OR INFORMATION SENT TO, STORED BY OR OBTAINED THROUGH REVIEWER GROUPS, OR ANY PRODUCTS, DEALS OR PROMOTIONS) WILL BE ACCURATE, COMPLETE, UP-TO-DATE, SECURE, ERROR-FREE, UNINTERRUPTED, OR OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND NOT SPECIFICALLY STATED IN THIS TOS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
(A) UNLESS SPECIFICALLY AGREED OTHERWISE IN WRITING BETWEEN YOU AND US, REVIEWER GROUPS IS A FREE SERVICE PROVIDED AT NO CHARGE TO YOU. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, GENERAL, EXEMPLARY OR PUNITIVE) ARISING OUT OF OR IN CONNECTION WITH THIS TOS OR REVIEWER GROUPS FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY. YOU AGREE THAT REVIEWER GROUPS IS BEING PROVIDED TO YOU BY US AT NO CHARGE TO YOU AND THESE LIMITATIONS ON OUR LIABILITY ARE FAIR IN LIGHT THEREOF.
(B) TO THE EXTENT THAT WE CHARGE YOU, AND YOU PAY US, FOR ANY USE OF REVIEWER GROUPS – OR TO THE EXTENT THAT THE LIMITATIONS IN THE IMMEDIATELY PRECEDING PARAGRAPH (A) ARE NOT FULLY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS UNDER APPLICABLE LAW – THEN YOU AGREE THAT:
(C) ANYTHING IN THIS TOS TO THE CONTRARY NOTWITHSTANDING, YOUR REMEDIES ARE LIMITED TO THOSE EXPRESSLY SET FORTH IN THIS TOS. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WILL CONTINUE TO APPLY EVEN IN THE EVENT A WARRANTY OR REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO ACTION ARISING OUT OF THIS TOS, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AGAINST US MORE THAN ONE (1) YEAR AFTER COMMISSION OF THE ACT OR OMISSION WHICH GAVE RISE TO THE CAUSE OF ACTION, DISPUTE OR CLAIM.
(D) YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIMITATION ON OUR LIABILITY IN THIS TOS (INCLUDING ANY PROVISION OF THIS TOS THAT STATES WHAT WE WILL HAVE LIMITED (OR NO) LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SUBJECT MATTER OF SUCH PROVISION), CONSTITUTES YOUR AGREEMENT TO RELEASE US, OUR OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS IN RIGHTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, TO THE EXTENT THAT THEY ALLEGE OR CLAIM ANY LIABILITY THAT HAS BEEN EXCLUDED OR DISCLAIMED OR THAT EXCEEDS THE AGREED-UPON LIMITATION. IN CONNECTION THEREWITH AND IN CONNECTION WITH ANY OTHER RELEASE UNDER THIS TOS, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
(E) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
The term of this TOS commences on the date you register with Reviewer Groups, renews each time you log in to Reviewer Groups, and continues until terminated by either you or us. You may terminate this TOS upon written notice to us. Termination of this TOS for any reason also terminates all of your rights to use Reviewer Groups. ANY PROVISIONS OF THIS TOS THAT ARE SPECIFICALLY STATED TO SURVIVE TERMINATION OF THIS TOS FOR ANY REASON WILL SURVIVE, AS WILL ANY PROVISIONS OF THIS TOS THAT SERVE TO LIMIT OUR LIABILITY OR PROTECT OUR RIGHTS IN OUR INTELLECTUAL PROPERTY OR OTHER PROPERTY.
Notwithstanding anything in this TOS to the contrary, we reserve the right to suspend our performance hereunder and/or your and/or any of Your Users’ access to or use of Reviewer Groups, or to terminate this TOS, IMMEDIATELY AND WITHOUT ANY LIABILITY TO YOU in the event of (i) a breach of this TOS by you (including failure to make any payment when due) or (ii) any act or omission of any of Your Users that (a) would constitute a violation of this TOS if done by you or (b) in our reasonable discretion, poses a risk of disruption or interference with Reviewer Groups (or the security thereof) or with any other user’s use of Reviewer Groups.
In addition, and without limiting any other right of termination we may have, we may terminate this TOS by ceasing operation of Reviewer Groups.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND US HAVE AGAINST EACH OTHER ARE RESOLVED. THIS SECTION AND ALL OF ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
THIS TOS WILL BE DEEMED TO HAVE BEEN MADE AND ENTERED INTO IN THE PRC. THIS TOS AND ANY CLAIM, ACTION, SUIT, PROCEEDING OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH, OR RELATING IN ANY WAY TO, THIS TOS OR YOUR USE OF REVIEWER GROUPS WILL IN ALL RESPECTS BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE PEOPLES REPUBLIC OF CHINA.
YOU AND WE AGREE THAT ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH, OR RELATING IN ANY WAY TO, THIS TOS OR YOUR USE OF REVIEWER GROUPS WILL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY, AND ONLY SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THIS AGREEMENT TO ARBITRATE, ALONG WITH THE NEW YORK CONVENTION ON THE RECOGNITION AND ENFORCEMENT OF FOREIGN ARBITRAL AWARDS.
TO BEGIN AN ARBITRATION PROCEEDING, THE PARTY SEEKING ARBITRATION MUST FIRST GIVE WRITTEN NOTICE TO THE OTHER REQUESTING ARBITRATION AND DESCRIBING THE CLAIMS OR DISPUTES TO BE ARBITRATED. IF YOU AND WE ARE UNABLE TO RESOLVE THE CLAIMS AND DISPUTES DESCRIBED IN THE NOTICE WITHIN THIRTY (30) DAYS AFTER THE NOTICE IS RECEIVED BY THE OTHER PARTY, YOU OR WE MAY INITIATE ARBITRATION PROCEEDINGS.
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, YOU AND WE EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR RIGHTS TO BRING CLAIMS AGAINST THE OTHER AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. YOU AND WE AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
. IN THE EVENT THAT THE AGREEMENT TO ARBITRATE ABOVE IS FOUND NOT TO APPLY TO YOU OR TO A PARTICULAR CLAIM OR DISPUTE AS A RESULT OF A DECISION BY THE ARBITRATOR OR A COURT ORDER, THEN, UNLESS YOU AND WE AGREE OTHERWISE, ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH, OR RELATING IN ANY WAY TO, YOUR USE OF REVIEWER GROUPS OR THIS TOS THAT IS NOT SUBJECT TO THE AGREEMENT TO ARBITRATE MUST BE RESOLVED EXCLUSIVELY BY AND IN THE COURTS LOCATED IN THE PRC. EACH OF YOU AND US HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION AND EXCLUSIVE VENUE OF COURTS LOCATED IN THE PRC, FOR THE PURPOSE OF LITIGATING SUCH CLAIMS OR DISPUTES, AND WAIVES LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AS A DEFENSE. HOWEVER, THE TERMS OF THE SECTION TITLED “WAIVER OF CLASS ACTION” WILL CONTINUE TO APPLY TO SUCH LITIGATION.
We may deliver any notice required or permitted hereunder (i) via a notice on Reviewer Groups or (ii) via electronic mail to your contact information on record with us in your account information, which notice WILL be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of Reviewer Groups(for example, changes to your account or billing information), you may give such notice through Reviewer Groupsand it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your account page to update your contact information). Otherwise, all notices to us under this TOS (including notices of claims or disputes or to initiate arbitration) must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return-receipt requested, or (iv) reputable national or international mail courier with proof of delivery.
We may change this notice address by updating this TOS or by listing a new address on Reviewer Groups. You are responsible for making sure you are sending notices to our most-current address and for confirming that they have been received by us. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
THIS SECTION AND ITS SUBSECTIONS WILL SURVIVE TERMINATION OF THIS TOS FOR ANY REASON.
You agree that we will have NO LIABILITY for any issues caused by causes beyond our control, including acts or omissions of third parties. Without limiting the foregoing, you agree that Reviewer Groupsmay be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, and we will not be liable for any delays, delivery failures, or other damage resulting from such limitations, delays, and other problems.
No waiver of any right or remedy by us will be valid unless in writing, and waiver of a right or remedy on one occasion by us will not be deemed a waiver of such right or remedy on any other occasion. Except as otherwise provided in this TOS, this TOS may not be amended or modified except by a writing signed by you and us. You may not assign this TOS or any of your rights or obligations without our prior written consent, and any attempt to do so will be void. We may freely assign this TOS or any of our rights or obligations, and you waive notice of such assignment.
If any provision of this TOS is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this TOS will be valid and enforceable to the fullest extent permitted by applicable law.
Section titles and headings in this TOS are provided for convenience only and do not affect or limit the meaning or interpretation of the TOS. The official language of this TOS is English. In the event this TOS is translated, the English version will control, and translations into languages other than English will not be construed as official or original versions of this TOS. All contract interpretations, notices and dispute resolutions will be in English.
If Reviewer Groups contains links to other sites and resources provided by third parties, these links are provided for convenience only. We have no control over the contents of those sites or resources, and will have no responsibility for them or for any loss or damage that may arise from them or your use of them. If you decide to access any of the third-party sites or resources linked to Reviewer Groups, you do so entirely at your own risk and subject to the terms and conditions of use for such sites or resources (including any applicable data privacy or security policies of such sites).
This TOS sets forth the entire agreement and understanding between you and us pertaining to its subject matter, superseding all prior or contemporaneous discussions, agreements, promises or understandings between you and us pertaining to such subject matter. Any additional or varying terms contained in your preprinted forms, correspondence or other documents transmitted to us, will be of no effect, unless otherwise expressly provided in this TOS, and are hereby rejected in advance.
You agree and acknowledge that the relationship between you and us is that of an independent contractor, and nothing contained in this TOS will be construed as establishing any employer/employee relationship, partnership or joint venture between you and us. Neither of you or us has any authority to bind the other to any legal obligation. There are no intended third-party beneficiaries of this TOS, and nothing in this TOS will be construed to create any rights enforceable by any person or entity other than you and us.