Terms of Service
The following terms and conditions govern all use of all ReviewThread websites (collectively, the “Website”) and all content, services, dashboards and products contained or made available by ReviewThread or at or through the Website (“Services”). The Website and Services are owned and operated by Magnet Marketing LLC dba ReviewThread and its affiliates (together, “ReviewThread,” or “we,” “our,” or “us”). By clicking “I Accept” or by accessing or using the Website or Services, you agree to all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, ReviewThread’s ), procedures and other terms and conditions that may be published or made available from time to time on the Website, through Services or otherwise by ReviewThread (collectively, the “Agreement”). We reserve the right, at any time, to modify, alter, or update this Agreement in sour sole discretion. Modifications will become effective immediately upon being posted on the Website, provided through Services, or otherwise. Your continued use of the Website or Services after modifications are posted or otherwise made available constitutes an acceptance of the then-current Agreement. We may additionally provide notice of such changes via email or through the Services but have no obligation to do so. If you do not agree to the amended Agreement, you must stop using our Website and Services.
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your Agreement with us if you use those Services. If there is conflict between this Agreement and the additional terms, the additional terms will control for that conflict.
1. Affiliation with Third Parties
ReviewThread provides a convenient location for businesses to manage their online reputation. In doing so, we may provide links to and descriptions of numerous third-party review platforms including but not limited to information about their products, services, activities, events and content (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. You acknowledge that use of such Third-Party Content may be subject to additional terms and conditions. You further agree it is your responsibility to review and comply with such additional terms and conditions to the extent applicable. ReviewThread does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk. Additionally, ReviewThread is not affiliated with or endorsed by any of these third parties, nor is it in a joint venture relationship or partnership with any of these third parties. Such third-parties are not associated in any way with the ReviewThread, the Website or Services. To the extent ReviewThread uses any tradenames or trademarks associated with such third-parties, it does so solely to identify those companies and their services. ReviewThread makes no claim as to ownership of such third-party trademarks.
2. Your ReviewThread Account and Page
You may need to register for an account to access some or all of our Services or the Website. If you register for an account, you must provide accurate account information and promptly update this information if it changes. If you create a page on the Website, you are solely responsible for maintaining the security of your account and page, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the page. You agree to immediately notify us if you discover or suspect that someone has accessed your account or used Services without your permission including without limitation breaches of security. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. You must not describe or assign keywords to your page in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and ReviewThread may change or remove any description or keyword in its sole discretion.
3. Responsibility of Contributors; Representations and Warranties
The Website and Services may allow you and other users to create, post, store, comment, and share content, including without limitation messages, text, photos, videos, software, links and other material (collectively, “Content”). Except for the license you grant below, you retain all rights in and to your Content, as between you and ReviewThread. You are entirely responsible in all respects for the Content of, and any harm resulting from, that Content. You may not create, post, store or share any Content that violates this Agreement or for which you do not have all rights necessary to grant us the license described below. Additionally, you represent and warrant that your Content, and our use of such Content as permitted by this Agreement, will not violate any rights of or cause injury to any person or entity. You also represent and warrant that:
- you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using the Website or Services;
- your actions and the Content comply with the terms of service of any third-party websites or services with which you interact. For example, many review sites strictly limit or prohibit the practice of offering incentives to customers in exchange for reviews;
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
- you will not use the Website or Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement;
- your page is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other pages and web sites, and similar unsolicited promotional methods;
- you will not copy reproduce, distribute, publicly perform or publicly display all or portions of the Website or Services, except as expressly permitted by us or our licensors;
- you will not modify the Website or Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Website or Services or that could damage, disable, overburden or impair the functioning of the Website or Services in any manner;
- you will not reverse engineer any aspect of the Website or Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Website or Services;
- you will not use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Website or Services;
- you will not develop or use any applications that interact with the Website without our prior written consent;
- your page is not named in a manner that misleads your readers into thinking that you are another person or company; and
- you have, in the case of Content that includes computer code, accurately categorized and described the type, nature, uses and effects of the materials.
By submitting Content to ReviewThread, you grant ReviewThread a perpetual, irrevocable, world-wide, royalty-free, non-exclusive, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your Content and any name, username or likeness provided in connection with your Content in all media formats and channels now known or later developed without compensation to you. You also hereby expressly grant ReviewThread a perpetual, irrevocable, world-wide, royalty-free, non-exclusive, fully paid, and sublicensable license to reproduce, modify, adapt and publish your business name and related trademarks in connection with the operation and promotion of the Website or Services.
Although we have no obligation to screen, edit or monitor Content, we may at any time and for any reason with or without notice in our sole discretion (i) refuse or remove any Content that, in ReviewThread’s sole discretion, violates any ReviewThread policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website and Services to any individual or entity for any reason or no reason. ReviewThread has no obligation to provide a refund of any amounts owed or previously paid.
4. Bundled Offerings
As part of the Website or Services, we may offer a bundled offering that incorporates certain third-party products and services (“Bundled Offering”). As a condition to purchasing and using a Bundled Offering, we may require you to agree to additional terms and conditions (“Bundled Offering Terms”). The Bundled Offering Terms will become part of this Agreement upon the purchase or use of the Bundled Offering and all references to Services and the Agreement herein will henceforth include Bundled Offering and the Bundled Offering Terms respectively. Moreover, you agree to immediately report any failures or breaches of such Bundled Offering Terms to us. Certain additional restrictions and limitations may apply to each Bundled Offering. Additionally, ReviewThread reserves the right to terminate access to or the provision of any Bundled Offering at any time without notice in its sole discretion.
5. Payment; Billing and Renewal; Non-payment and Suspension.
- Charges and Payment of Fees. You must pay all fees and charges to your account in accordance with the fees, charges, and billing terms in effect at the time such fee or charge is due and payable. All payments owed or paid are nonrefundable. You acknowledge and agree that we will not refund any amount due to lack of usage of the platform or Services. ReviewThread may require that you provide us with valid credit card as a condition to signing up for the Website or Services. ReviewThread reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 14 days prior notice to you, which notice may be provided by e-mail or via the Website or Services. All pricing terms are confidential, and you agree not to disclose them to any third party. All white-label dashboards are charged at time of setup and are non-refundable.
- Billing and Renewal. ReviewThread charges and collects in advance for use of the Website and Services, as applicable. ReviewThread will automatically renew and bill your credit card or issue an invoice to you.
Monthly subscriptions will be billed and are due monthly corresponding to the day of the month of your first payment.
Yearly subscriptions will be billed on each anniversary or as otherwise agreed to in writing.
All white-label dashboards are charged at time of setup. Maintenance fees will be billed on each subsequent anniversary or as otherwise agreed to in writing. Any changes made to the branding or domain/subdomain of a white-labeled account will require additional or new setup and must be charged accordingly.
The renewal charge will be equal to the then-current subscription and number of total seats and add-ons in effect during the prior term, unless ReviewThread has given you at least 14 days prior written notice of a fee increase, which will be effective upon renewal and thereafter. Additional fees for other Services will be charged as agreed to on a case-by-case basis.
You agree to provide ReviewThread with complete and accurate billing and contact information. This information may include without limitation your legal name, company name (if applicable), street address, e-mail address, and name and telephone number of an authorized billing contact and authorized administrator. You agree to update this information promptly but in no event later than 30 days of any change to it. If the contact information you have provided is false or fraudulent, ReviewThread reserves the right to terminate your access to the Website and Services in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 10 days of the invoice date containing the invoice and amount in question to be eligible to receive an adjustment or credit. All adjustments and credits are determined by ReviewThread in its sole discretion.
- Non-payment and Suspension. ReviewThread monthly subscriptions are issues and are due monthly corresponding to the day of the month of your first payment. ReviewThread annual subscriptions are issued and are due on each anniversary or as otherwise agreed to in writing. In addition to any other rights granted to ReviewThread herein, ReviewThread reserves the right to suspend or terminate this Agreement or your access to and use of the Website and Services if your account becomes delinquent. You will continue to be charged for your subscriptions and any add-ons during any period of suspension. When your account is brought to current status during your period of suspension, you must contact ReviewThread at firstname.lastname@example.org in order to remove the suspension on your account. Accounts that continue to be delinquent for 30 consecutive days may be cancelled in our sole discretion. Upon such cancellation, you agree that all amounts owed, accrued and contracted for will become immediately due and that ReviewThread will not be responsible for any data lost as a result of such cancellation. In the case of a delinquent invoice on a white-label dashboard, we will contact you via email informing you of such a delinquency. If no response is received or the white-label dashboard continues to be delinquent past the next billing cycle, it will be cancelled accordingly. In the event of a cancelled white-label dashboard due to non-payment, ReviewThread is not responsible for any data lost in this process. A new dashboard setup will be billed at the full amount at that time.
You agree and acknowledge that ReviewThread has no obligation to retain your data, information or Content (collectively, “Customer Data”) and that such Customer Data may be irretrievably deleted if your account is cancelled for any reason.
If termination of this Agreement or your access to and use of the Website or Services occurs, all balances owed or due on your account will become immediately due and must be paid in accordance with this Agreement. You agree that ReviewThread may charge any such amount to your credit card or otherwise bill you for such unpaid amounts.
6. Third Party Materials
The Website and Services may display, include, or make available third-party content, including without limitation data, information, applications, third-party links, websites and webpages, and other products, services, activities, events, and materials (collectively, “Third Party Materials”) that is owned and controlled by third parties. ReviewThread has not reviewed, and has no obligation to review, any Third Party Materials. You agree that ReviewThread is not responsible for Third Party Materials, including without limitation their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. ReviewThread does not control or endorse, and makes no representations or warranties regarding any Third Party Materials. Moreover, ReviewThread does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials thereto are provided solely as a convenience to you and your access and use them is entirely at your own risk. You acknowledge that Third Party Materials may be subject to a third parties’ terms and conditions. Your dealings or correspondence with third parties and your use or interaction with any Third Party Materials are solely between you and the third party. You are solely responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
7. Copyright Policy
If you believe that content available by means of the Website (as defined in our Terms of Service) infringes one or more of your copyrights, please notify us by providing a written notice (“Infringement Notice”) containing the information described below to the designated agent listed below. If ReviewThread takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by such party to ReviewThread.
Your Infringement Notice may be forwarded to the party that made the content available or to other third parties.
Please be advised that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing your copyrights. Thus, if you are not sure content located on or linked-to by the Website infringes your copyright, you should consider first contacting an attorney.
Please follow these steps to file a notice:
- Verify that the page in question is hosted by ReviewThread.
- Contact the page owner directly. If a contact form is available on the page, fill it out with your complaint to see if the matter can be resolved directly between you and the owner.
- Send your complaint to our designated agent. If the issue cannot be resolved directly with the page owner, send your complaint to our designated agent at:
12320 Barker Cypress Road, Suite 233, Cypress, TX 77429
You must include the following:
- A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- An identification of the copyright claimed to have been infringed;
- A description of the nature and exact location of the content that you claim to infringe your copyright, in sufficient detail to permit ReviewThread to find and positively identify that content; for example we require a link to the specific page (not just the name of the page owner) that contains the content and a description of which specific portion of the page – an image, a link, the text, etc – your complaint refers to;
- Your name, address, telephone number and email address; and
- A statement by you: (a) that you believe in good faith that the use of the content that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner’s agent; (b) that all of the information contained in your Infringement Notice is accurate, and (c) under penalty of perjury, that you are either the copyright owner or a person authorized to act on their behalf.
It is the policy of ReviewThread to terminate the user accounts of repeat infringers. ReviewThread may terminate access to and use of the Website and Services for any reason or no reason in their sole discretion. In the case of such termination, ReviewThread will have no obligation to provide a refund of any amounts paid or owed to ReviewThread.
8. Intellectual Property
This Agreement does not transfer from ReviewThread to you any ReviewThread intellectual property, and all right, title and interest in and to such property will remain (as between you and ReviewThread) solely with ReviewThread. ReviewThread, the ReviewThread logo, and all other trademarks, service marks, graphics, slogans and logos used to identify ReviewThread, the Website or Services are trademarks or registered trademarks of ReviewThread or ReviewThread’s licensors. Other trademarks, service marks, graphics, slogans and logos used on the Website or in Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any ReviewThread or third-party trademarks. All trademarks and trade names are the property of their respective owners. ReviewThread reserves the right to remove any Content or Third Party Materials that breach this Agreement.
ReviewThread reserves the right to display advertisements and other Content on your page without any payment or any other consideration to you.
ReviewThread reserves the right to display attribution links such as ‘Powered by ReviewThread,’ theme author, font and image attribution, credits, and other similar statements and disclosures (“Credits”) in and on your page. Certain Credits, as determined by ReviewThread at its sole discretion, may not be removed regardless of upgrades purchased.
11. Mobile Marketing
12. Domain Names
If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities. ReviewThread reserves the right to remove any domain or subdomain integration that breaches this Agreement.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about ReviewThread or the Website or Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in ReviewThread’s sole discretion. You understand that ReviewThread may treat Feedback as nonconfidential.
ReviewThread may terminate your access to all or any part of the Website or Services at any time, with or without cause, with or without notice, in its sole discretion. Upon such termination, all amounts owed, accrued and payable will become immediately due. You have the right to stop using the Website or Services at any time; however, you will be obligated to pay any amounts contracted for or otherwise owed, accrued or payable to ReviewThread. If you wish to terminate this Agreement or your ReviewThread account (if you have one) or have questions or would like to pay your account in full, please contact ReviewThread customer service. Upon termination of access: (i) all rights granted to you under this Agreement will terminate immediately; and (ii) you must cease all use of the Website and Services. Termination will not limit any of ReviewThread’s rights or remedies under this Agreement or at law or in equity. We are not responsible for any loss harm or other liability related to your inability to access or use the Website or Services.
15. Disclaimer of Warranties
The use of the Website and Services including any third-party products and services is at your sole risk. Except as otherwise provided in writing by us, the Website and Services and any third-party products and services are provided “as is” and “as available” without warranties of any kind, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Additionally, ReviewThread does not represent or warrant that the Website or Services and any third-party products or services are accurate, complete, reliable, current or error-free. While ReviewThread attempts to make your use of the Website and Services safe, we cannot and do not represent or warrant that the Website or Services or any third-party products or services are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Website and Services and any third-party products or services. ReviewThread further makes no guarantee that access to the Website or Services or any third-party products or services will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content, Third Party Materials or services through, the Website or Services at your own discretion and risk.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REVIEWTHREAD OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PERSONNEL, AGENTS, REPRESENTATIVES, OR ANY OF ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, “REVIEWTHREAD PARTIES”) BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE, FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, COST OF COVER OR LOST PROFITS, EVEN IF REVIEWTHREAD OR THE REVIEWTHREAD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF REVIEWTHREAD AND REVIEWTHREAD PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO $100.
THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless ReviewThread and ReviewThread Parties from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Website or Services or any third-party products or services ; (b) your violation of this Agreement; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Website or Services or any third-party products or services. You agree to promptly notify ReviewThread or ReviewThread Parties, as applicable, of any third-party Claims, cooperate with ReviewThread and ReviewThread Parties, as applicable, in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the ReviewThread or ReviewThread Parties, as applicable, will have control of the defense or settlement, at ReviewThread’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and ReviewThread or the other ReviewThread Parties.
18. Transfer and Processing of Data
In order for us to provide the Website and Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
19. Governing Law and Venue
Any dispute arising from this Agreement and your use of the Website or Services will be governed by and construed and enforced in accordance with the laws of Texas, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Texas and the United States, respectively, sitting in Harris County, Texas.
20. Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions, so long as you first obtain the prior written consent of ReviewThread, which will not be unreasonably withheld. ReviewThread may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
This Agreement constitutes the entire agreement between ReviewThread and you concerning the subject matter hereof. This Agreement may only be modified as set forth herein or by a written amendment signed by an authorized executive of ReviewThread.