VerticalResponse provides a collection of tools and resources to create, manage and measure social media marketing efforts and Facebook page solutions (the “Services”). The following are the terms and conditions for use of the Services by the person or persons accessing this web site (the “Customer”), or any other web site that has authorization to sublicense or provide the Services, along with any amendments thereto and any operating rules or policies that may be published from time to time by VerticalResponse.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE OR ANY OTHER AFFILIATED WEB SITE. BY USING THIS WEB SITE OR ANY OTHER AFFILIATED WEB SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS WEB SITE OR ANY OTHER AFFILIATED WEB SITE.
- Services and Support
- The Services are available only to persons who can form legally binding contracts under applicable law. If you are using the Services as an employee on behalf of an employer, you must have the authorization to bind your employer by your use of the Services. Without limiting the foregoing, the Services are not available to individuals under the age of 18 or to accounts registered by automated methods. If you do not qualify to use the Services, please do not use the Services.
- The Services provide corporate web sites, small business web sites, and community sites the tools to create, manage and measure social media marketing efforts.
- Customer must complete a registration form in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form, and will update the information to keep it current. Customer’s VerticalResponse Social Media account may only be used by one person. Customer may create separate accounts for each person using the Services. As part of the registration process, Customer will identify an email address and password for Customer’s VerticalResponse account. Customer’s name and any other information Customer chooses to add to its profile may be available for public viewing on the Service. Customer is responsible for maintaining the security of the Customer account, passwords, and files, and for all uses of Customer’s account and of the Services in Customer’s name. At its sole discretion, VerticalResponse reserves the right to refuse registration of accounts, or cancel an existing account, that it deems to be inappropriate.
- By signing up for the Service, Customer consents to receive, at the Customer provided telephone number, live and/or pre-recorded messages from or on behalf of VerticalResponse regardless if such phone number is or becomes part of any State or Federal “Do Not Call” list. Customer has the ability to opt out at any time. Customer acknowledges that the information they provide is accurate and their own.
- From to time, VerticalResponse may amend the Agreement, in its sole discretion, by posting updated versions of the Agreement at www.verticalresponse.com or by notifying Customer by other means. All such modifications to the Agreement shall become effective upon the earlier to occur of the posting of the revised Agreement to www.verticalresponse.com or the receipt of notification of a change to the Agreement by the Customer.
- Restrictions and Responsibilities
- This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services (“Software”); modify, enhance, reproduce, sell, lease, license, translate, or create derivative works based on the Services or any Software or otherwise attempt to exploit the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party unless specifically authorized by VerticalResponse in writing; or remove any proprietary notices or labels.
- Copyright and Content Ownership
- Customer is responsible for any and all information, text, graphics, photos or other materials uploaded, downloaded or appearing on the Services posted or made available to others through Customer’s account and for any and all activity occurring on Customer’s social media account, whether posted by Customer or posted by others who have accounts under Customer’s account (collectively, “Content”). VerticalResponse will not be held responsible for Customer’s use of the Services or for any such Content.
- Vertical Response claims no intellectual property rights over the Content Customer provides to the Service. Customer’s profile and Content remain Customer’s. However, Customer agrees to allow others to view and share its Content upon signing up for the Service. By making Customer’s Content available to others through the Services, Customer grants VerticalResponse a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereinafter developed). VerticalResponse does not pre-screen Content, but VerticalResponse and/or its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
- The look and feel of the Service is copyright © 2012 VerticalResponse All rights reserved. Customer may not duplicate, copy or reuse in any manner any portion of the HTML/CSS or visual design elements without express written permission from VerticalResponse
- Third Party Websites and Services
- The Services include social media tools that allow Customer to manage, access and post Content on social network platforms (e.g., LinkedIn, Facebook and Twitter). These tools also allow Customer to use the Services to access and analyze information found on social media sites. VerticalResponse’s website may contain links to websites that are controlled by third parties and access to certain third-party services, which may include, without limitation, social bookmarking services, social network platforms, payment processing services or similar (each, a “Third Party Service”). Vertical Response may use Google Analytics or other providers (also each a “Third Party Service”) to help understand Customer’s use of the Services. Third Party Services may collect information sent by Customer’s browser as part of a web page request, including cookies, Customer’s IP address and session testing services, and use of this information is governed by the privacy policies of such Third Party Services.
- By posting a link to a Third Party Service, Customer acknowledges and agrees that: (a) Customer is complying with the relevant terms and conditions of the Third Party Service to which Customer is linking, (b) the Service may present the target site within a frame, and that the frame may contain advertising and tools related to the Service, and (c) VerticalResponse is not responsible or liable for: (i) the availability or accuracy of Third Party Services; or (ii) the content, products, or services on or available from such Third Party Service. Customer acknowledges sole responsibility for and assumes all risk arising from Customer’s use of any such Third Party Service.
- VerticalResponse may terminate any Third Party Service’s ability to interact with the Services at any time, with or without notice, and in VerticalResponse’s sole discretion, with no liability to Customer or to the third party. Any Third Party Service may take actions to impact VerticalResponse’s ability to make available some or all of the features of the Services at any time, with or without notice, and VerticalResponse will not be liable to Customer or to the third party for any such actions. VerticalResponse accepts no responsibility for the quality, content, policies, nature or reliability of, any Third Party Services.
- In no event shall any reference to any third party, third party product or Third Party Service be construed as an approval or endorsement by VerticalResponse of that third party or of any product or service provided by such third party.
- Subject to the posted terms and conditions, Customer may upload images hosted by VerticalResponse (individually, an “Image” and collectively, the “Images”) into their social media messaging. Any Images hosted by VerticalResponse are only to be used in conjunction with the Services, and Customer is expressly prohibited from using the Images for any other purpose.
- Customer is prohibited from using Images within a social media campaign to:
- Sublicense, distribute, transfer or assign any images in connection with any other product except for a VerticalResponse product;
- Reverse engineer, decompile, translate or dissemble any part of the Images;
- Remove any copyright notices, trademarks or watermarks from any place where it appears on the Images;
- Use the Images as part of another trademark, service mark or logo;
- Use the Images in any way that could be considered by a reasonable person to be defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to them, in the juxtaposition to accompanying text or images or otherwise;
- Use the Images in a manner that includes people as part of any sensitive subject matter, which shall be determined by VerticalResponse in its sole discretion. Example of sensitive subject matters include, but are not limited to, mental and physical health issues, sexual activity or preferences, substance abuse, guns and weapons, crime, suicide, abortion, hate groups, political or religious fanaticism, etc.
- Customer is prohibited from using Images within a social media campaign to:
- For every social media message, survey or campaign launched in connection with the Services, Customer acknowledges and agrees that the Services may automatically add an identifying footer stating “Powered by VerticalResponse®” or a similar message, unless Customer has obtained specific written authorization from VerticalResponse to remove such identifying footer.
- In using the varied features of the Services, Customer may provide information (such as name, contact information, or other registration information relating to either the Customer or Customer’s employer) to VerticalResponse. VerticalResponse may use this information and any technical information about Customer’s use of this web site to tailor its presentations to Customer, facilitate Customer’s movement through this web site, or communicate separately with Customer. If Customer accessed the Services through a partner of VerticalResponse, all Customer information obtained by such partner may be shared with VerticalResponse. VerticalResponse may also share any Customer information with such partners. VerticalResponse will not provide information to companies Customer has not authorized, and VerticalResponse will not permit the companies that get such information to sell and redistribute it without Customer’s prior consent.
- Customer hereby agrees to indemnify, defend and hold harmless VerticalResponse and its business partners, third party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorney’s fees) in connection with any claim or action that arises in any way from (a) an actual or alleged violation of the Agreement, (b) Customer’s Content, (c) the effects of any messages distributed by Customer, events hosted by Customer, social media campaigns published by Customer, and/or products or services sold by Customer, (d) Customer’s use of any Third Party Service, or (e) Customer’s use of the Services. Although VerticalResponse has no obligation to monitor the Content provided by Customer or Customer’s use of the Services, VerticalResponse may do so and may remove any such Content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the Agreement.
- Customer shall not use the Services in any manner (including, without limitation, the transmission of Content or third party content or information) that may violate or infringe upon any rights of a third party. Customer shall be subject to the indemnification provisions in this Agreement if Customer’s use of the Services violates or infringes upon such rights.
- Customer shall be solely responsible for securely maintaining its user name, password and other account information. VerticalResponse may follow the instructions of any person who represents he is authorized by the Customer to use or make any changes to the account, provided such person delivers the correct user name and password. VerticalResponse shall have no liability to Customer for any unauthorized use of Customer’s account or the Services provided hereunder.
- Customer may terminate this Agreement at any time by sending an email message to email@example.com or by sending written notice to, VerticalResponse at 50 Beale St., Ste. 1000, San Francisco, CA 94105 USA.
- VerticalResponse, in its sole discretion, may terminate or suspend this Agreement or the Services at any time with or without cause, and with or without notice. VerticalResponse shall have no liability to Customer or any third party because of such termination or suspension. Such termination or suspension of the Service may result in the deactivation or deletion of Customer’s account or Customer’s access to its account, and the forfeiture and relinquishment of all Content in Customer’s account. VerticalResponse reserves the right to refuse service to anyone for any reason at any time.
- Upon termination by either party, no payments from Customer held by VerticalResponse shall be refunded at the time of termination and Customer shall have no recourse against VerticalResponse in relation to non-refunded funds. If the Service is cancelled before the end of its current paid up month, the cancellation will take effect immediately and Customer will not be charged again.
- All of Customer’s Content may be immediately deleted from the Service upon termination or suspension. This information cannot be recovered once Customer’s account is cancelled, suspended or terminated. VerticalResponse does not accept any liability for loss of Content due to account suspension, cancellation or termination.
- Upon termination for any or no reason, VerticalResponse may delete any Customer archived data within 30 days after the date of termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, indemnity, warranty disclaimers and limitations of liability. Additional fees may apply to Customers who choose to terminate their subscription pricing plan and subsequently choose to reactivate their account under a new subscription pricing plan.
- Free Trial and Payment Terms
- Certain Customers shall be entitled to use the Services on a trial basis as specified on the VerticalResponse web site when Customer initially agrees to the use of the Services. A Customer who uses the Services on a free trial basis shall be bound by the Agreement. Customer shall have a finite time period to use the Services on a trial basis. Customer shall not exceed set limits for any type of bandwidth, posts per month, social network destinations and/or any other limitations as set forth by VerticalResponse in the applicable month related to the Services. Once the trial period has expired, Customer shall be subject to the payment terms outlined in this section and shall pay for the Services according to the Social Media pricing set forth on www.verticalresponse.com. One person or legal entity may not maintain more than one free trial account. Technical support may not be available for free trial accounts.
- The Services are charged on a prepaid monthly subscription basis or a longer term prepaid subscription basis, depending upon the Social Media plan selected by Customer. The fee is based upon the Social Media plan selected by Customer as set forth on www.verticalresponse.com. Each plan contains usage limitations including, but not limited to, Customer’s total bandwidth use per month, number of social networks or destinations to which Customer may connect at any given time and/or number of posts per month that may be made by Customer. VerticalResponse may change these limitations and add or remove limitations at any time in its sole and absolute discretion. Customer is responsible for understanding what current limitations are in effect at all times. VerticalResponse will use commercially reasonable efforts to notify Customer of any changes to the limitations prior to such changes taking effect. In the event that Customer exceeds the set usage limitations, VerticalResponse reserves the right to immediately disable or impose restrictions on Customer’s account and/or upgrade Customer to a different monthly subscription plan until Customer complies with the restrictions, as determined by VerticalResponse in its sole discretion.
- The Services must be paid in advance prior to Customer’s usage of such Services. Access to the Services shall be enabled once Customer remits payment. Access to the Services shall be disabled should Customer become delinquent in paying the monthly subscription fees. If Customer is on a monthly subscription plan, Customer’s credit card will be charged on the same day of each subsequent month following the initial subscription commencement date. If Customer is on a prepaid subscription plan, the plan will automatically renew under the same term as the previous plan and Customer’s credit card will be charged on the first day following the expiration of the previous plan. If VerticalResponse modifies its pricing structure, VerticalResponse will use commercially reasonable efforts to notify Customer prior to automatically renewing a prepaid plan.
- The prices and usage limitations for the Services are posted on our Web site at www.verticalresponse.com. Prices and usage limitations may change at any time at VerticalResponse’s sole and absolute discretion. Customer is responsible for understanding what current prices and usage limitations are in effect at all times. VerticalResponse will use commercially reasonable efforts to notify Customer of any changes to the prices and usage limitations prior to such changes taking effect. All fees are exclusive of all taxes, levies or duties imposed by taxing authorities and Customer shall be responsible for payment of all such taxes, levies or duties.
- Payment for Services shall be paid with any valid credit card that is accepted by VerticalResponse. VerticalResponse also accepts ACH debits from Customer bank accounts. Checks will only be accepted for prepayments of Services upon approval by VerticalResponse. All payments shall be made in U.S. dollars. Customer authorizes VerticalResponse to keep Customer credit card or Customer bank account information on file and charge such credit card or debit such bank account for the continuing usage of existing Services or the future usage of the Services. Customer’s account will be disabled if VerticalResponse is unable to charge Customer’s credit card for Services rendered or future Services purchased. VerticalResponse will attempt to notify Customer of our intent to suspend access to the Services prior to such suspension taking effect.
- Prohibited Content
- VerticalResponse prohibits Customers from posting or making available any Content or from sending social media messages with content that is of the following nature:
- Messages that are in any way illegal such as sales of illegal substances, solicitation of escort services, or sales of any products or services that cannot be legally sold by Customer;
- Pornographic messages;
- Grossly offensive messages such as messages promoting hatred, bigotry, intolerance of religious beliefs, racism or any other messages that VerticalResponse, at its sole discretion, may deem to be offensive;
- Includes images that are not expressly authorized by either VerticalResponse or the owner of such images;
- Introduces any computer viruses, worms or software code that is detrimental to Customer’s recipients or to VerticalResponse;
- Any messages that include spam (See VerticalResponse’s anti-Spam Policy); or
- Any messages that are in any way prohibited by applicable law, would constitute a violation of applicable law or be inconsistent with community standards in any jurisdiction in which the recipient resides.
- VerticalResponse prohibits Customers from posting or making available any Content or from sending social media messages with content that is of the following nature:
- Warranty DisclaimerCUSTOMER USES THE SERVICES AT ITS OWN RISK. VERTICALRESPONSE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND VERTICALRESPONSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.CUSTOMER MUST BRING ANY CLAIM AGAINST VERTICALRESPONSE WITHIN SIX (6) MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM AND CUSTOMER WAIVES ANY CLAIM ARISING AFTER SUCH SIX (6) MONTH TIME PERIOD.
- Limitation of LiabilityNOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTICALRESPONSE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND PROPERTY SUPPLIERS), DIRECTORS, OFFICERS, AFFILIATES, AGENTS, INSURERS, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF VERTICALRESPONSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, VERTICALRESPONSE’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY CLAIMS OF ANY TYPE OR NATURE HEREUNDER SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT PAID BY CUSTOMER TO VERTICALRESPONSE DURING THE TWELVE MONTHS PRIOR TO SUCH CLAIM.
- Export of Services or Technical DataCustomer may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
- If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
- No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind VerticalResponse in any respect whatsoever.
- In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorney’s fees, in addition to all other damages provided by applicable law.
- This Agreement shall be governed by the laws of the State of California, USA without regard to its conflict of laws provisions. All legal actions or claims in connection with this Agreement shall be brought in the state or federal courts located in San Francisco, California, USA.
- VerticalResponse reserves the right to modify its pricing and will use commercially reasonable efforts to notify Customer by email when this occurs. The most current pricing will always be available on VerticalResponse’s website at www.verticalresponse.com.