Viewpoints Pulse Subscription Agreement
Last updated January 13, 2014
In order to access and use the “Viewpoints Pulse” features and services (the “Service”) through the Viewpoints Site owned and operated by Viewpoints, you must read and accept all of the terms and conditions that are set forth herein or expressly incorporated into this Subscription Agreement by reference (this “Agreement”). Please read this Agreement carefully before you start to use the Services. By accessing or using the Service or otherwise accepting the terms of this Agreement, you accept and agree to be bound and abide by this Agreement. If you do not agree to all of the terms of this Agreement, you are not authorized to access or use the Service.
Viewpoints’ Terms of Service, a copy of which is currently located at http://www.viewpoints.com/terms_of_service (the “Terms of Service”), are hereby incorporated into this Agreement by reference. Unless otherwise specified herein, the Terms of Service apply to all aspects of your use of the Service. All capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Terms of Service. In the event of a conflict between the Terms of Service and this Subscription Agreement, the terms of this Subscription Agreement shall control.
1. The Service
The Viewpoints Pulse Service, among other things, enables individuals and entities with products or services reviewed on the Viewpoints Site who have registered for the Viewpoints Site and subscribed to the Service (“Subscribers”), through its Registered Users (as defined below), to analyze and respond to reviews of Subscriber’s products and services.
You agree and understand that the Service and any Content available through the Service may be modified by Viewpoints, in Viewpoints’ sole discretion, at any time without prior notice. Unless expressly stated otherwise by Viewpoints, any new features, new services, enhancements or modifications to the Services implemented after your registration shall be subject to this Subscription Agreement.
2. Registration Information; Registered Users
Each Subscriber will be asked to register and provide certain information upon registration in order to access the Service. Subscriber agrees to (a) provide Viewpoints with true, accurate, current and complete registration information as prompted by the Viewpoints registration forms, and (b) update and maintain the truthfulness, accuracy and completeness of such information.
Among other things, Subscriber will be asked to provide the names and email addresses of, and other information regarding, the individual employees, contractors, agents and consultants who will be authorized to access, use and post information via the Service (including, without limitation, “claiming” and responding to reviews of Subscriber’s products, services and businesses) on Subscriber’s behalf (the “Registered Users”). Subscriber agrees to immediately notify Viewpoints of any action by any of its Registered Users that breaches any term of this Agreement or the Terms of Service and agrees to cooperate fully with Viewpoints to discontinue and/or suspend such Registered User’s access to the Service. In the event a Subscriber wishes to add or remove Registered Users at any time, please contact Viewpoints by telephone at 312-447-6100, by email at email@example.com or through the Viewpoints Site. Please be aware that Viewpoints may, without notice, impose limitations on the number of Registered Users a Subscriber may register to use the Service.
3. Subscription Fees, Renewal and Billing
Viewpoints will charge each Subscriber an annual subscription fee to provide Subscriber and its Registered Users with use of and access to the Service (the “Subscription Fee”), which Subscription Fee may vary among Subscribers based on, among other things, the number of products or services of such Subscribers reviewed on the Viewpoints Site and the number of reviews therefor. Subscription Fees shall be paid in advance and may be paid by credit card or direct billing. Viewpoints reserves the right, at any time, to modify its Subscription Fees and billing methods. Notwithstanding the foregoing, your Subscription Fee remains in effect throughout the then-current subscription year and is subject to increase only for subsequent subscription years.
In order to provide you with uninterrupted service, each Subscriber’s subscription to the Service will be automatically renewed for one (1) year at the then-applicable Subscription Fee at the end of the Subscriber’s annual subscription term unless it cancels its subscription as provided below using the credit card or other payment information on file with Viewpoints. Such annual renewal payment will take place on or about the first day of the calendar month in the month in which the Subscriber’s annual subscription expires. If the renewal of the Subscriber’s annual subscription fails for any reason, Viewpoints will attempt to process the Subscriber’s renewal for a period up to one hundred eighty (180) days in accordance with our standard renewal practices then in effect (which may be modified from time to time). In the event Viewpoints cannot charge the payment card on file with Viewpoints, Viewpoints reserves the right to terminate the Subscriber’s (and all of its Registered Users’) access to the Service. Subscriber will be sent a reminder notice before the expiration of its subscription term that alerts it to the upcoming subscription renewal charge.
A Subscriber may cancel its annual subscription to the Service by submitting a cancellation request so that it is received no later than 5:00 p.m. (Chicago time) on the business day thirty days prior to Subscriber’s scheduled annual renewal payment date. Cancellation requests can be delivered by first class certified mail at 1 N Dearborn, Suite 800, Chicago, IL 60602, Attention: Viewpoints Sales, by telephone at 312-447-6100, or by email at firstname.lastname@example.org.
If Subscriber’s payment card expires, is canceled, is lost or is subject to use without its authorization, or if the Service is subject to use under its (or any of its Registered Users’) User IDs without authorization, please go to Subscriber’s [“My Account” page] to update this information or call 312-447-6100.
Viewpoints may, in its sole discretion and without prior notice, terminate or suspend the account or ability to use the Service of any Subscriber or Registered User, in whole or in part, for any reason or no reason, at any time. Upon the termination or suspension of a Subscriber’s account, the Subscriber and all of its Registered Users will lose access to and will no longer be permitted to use the Service. If Viewpoints terminates a Subscriber’s ability to use the Service for any reason other than a violation by the Subscriber or its Registered Users of this Agreement, the Subscriber may request a refund of that portion of the Subscription Fee it has paid for the Service for the period after such termination by writing to email@example.com, and the Subscription Fee will be refunded on a prorated basis.
5. Viewpoints Connect Plus Widgets
Subscribers will have access to and an opportunity to use (for an additional fee) enhanced Viewpoints Connect Widgets functionalities available solely to Subscribers (“Viewpoints Connect Plus Widgets”). The fees for use of the various Viewpoints Connect Plus Widgets (“Viewpoints Connect Plus Widgets Fees”) may vary among Subscribers based on, among other things, the number of products or services of such Subscribers reviewed on the Viewpoints Site and the number of reviews therefor. If you elect to use Viewpoints Connect Plus Widgets, the Viewpoints Connect Plus Widgets Fees shall be paid in advance and may be paid by credit card or direct bill. Viewpoints reserves the right, at any time, to modify its Viewpoints Connect Plus Widgets Fees and billing methods.
Viewpoints reserves the right to withdraw permission to use the Viewpoints Connect Plus Widgets at any time without notice. Viewpoints may disable the Viewpoints Connect Plus Widgets at any time without notice in our sole discretion. If Viewpoints terminates access to a Subscriber’s use of a Viewpoints Connect Plus Widget for any reason other than a violation by the Subscriber or its Registered Users of this Agreement, the Subscriber may request a refund of that portion of the fees it has paid for the applicable Viewpoints Connect Plus Widget for the period after such termination by writing to 1 N Dearborn, Suite 800, Chicago, IL 60602, Attention: Viewpoints Sales, and the applicable fees will be refunded on a prorated basis.
6. Reviewers’ Choice Awards; Limited License to Recipient Subscribers
Subscribers may be awarded “Reviewers’ Choice Awards” by Viewpoints (the “Reviewers’ Choice Awards”) for a particular product or service in accordance with methodologies developed by Viewpoints in its sole discretion. If a Subscriber is awarded a Reviewers’ Choice Award (a “Recipient Subscriber”), it will receive an email from Viewpoints informing it of the award (the “Award Email”) and identifying the Recipient Subscriber’s qualifying product or service (the “Qualifying Product”). As set forth in the Award Email and below, Recipient Subscribers will be granted certain limited rights to use the year-specific Reviewers’ Choice Award “badge” identified in the Award Email (the “Reviewers’ Choice Badge”) solely in accordance with this Agreement. By electing to use the Reviewers’ Choice Badge, each Recipient Subscriber agrees to be bound by all of the Reviewers’ Choice Awards Guidelines available at http://www.viewpoints.com/reviewers-choice/badges/, which are hereby incorporated by reference herein. If you are or become a Recipient Subscriber and you do not agree to abide by the Reviewers’ Choice Awards Guidelines, the Authorized Uses, and the other terms and conditions of this Agreement, do not use the Reviewers’ Choice Badge.
Recipient Subscribers shall have the limited, revocable right to use the applicable Reviewers’ Choice Badge solely in connection with the Qualifying Product for the Authorized Uses, all in accordance with the Agreement and all applicable laws and regulations. All other use of the applicable Reviewers’ Choice Award Badge is prohibited. For the purposes of this Agreement, the “Authorized Uses” shall mean the following:
- Displaying the Reviewers’ Choice Award Badge in connection with the Qualifying Product on websites owned and controlled by the Recipient Subscriber.
- Displaying the Reviewers’ Choice Award Badge in connection with the Qualifying Product in promotional e-mails sent by Recipient Subscriber from its official corporate email account(s).
- Displaying the Reviewers’ Choice Award Badge on product packaging for the Qualifying Product
- For an additional fee, inclusion of the Reviewers’ Choice Award Badge in paid advertising for the Qualifying Product, such as print, digital, outdoor, online video/television, and in-store advertising
Recipient Subscribers shall use and display the applicable Reviewers’ Choice Badge only in such form and manner as determined by Viewpoints (which may be updated by Viewpoints from time to time in its sole discretion), including without limitation using such legends, markings, and notices as may be required by Viewpoints. You acknowledge and agree that you shall not use or license the use of, nor shall you authorize any other party to use or license the use of, any Reviewers’ Choice Badge unless you are a Recipient Subscriber, and even then, only in connection with a Qualifying Product for the Authorized Uses. You acknowledge and agree that the Reviewers’ Choice Badge shall at all times remain the sole property of Viewpoints, and that all use of the Reviewers’ Choice Badge shall inure to the benefit of Viewpoints. You further acknowledge and agree that you will permanently cease any and all use of the Reviewers’ Choice Badge upon notice from Viewpoints, as determined at any time in its sole discretion. You shall ensure that the content of the website(s) and emails on which you display the Reviewers’ Choice Badge consistent with the Authorized Uses are provided: (a) in a competent, professional manner; (b) in accordance with all industry standards and applicable laws and regulations; and (c) in accordance with the Terms of Service.
If you are or become a Recipient Subscriber and you elect to use the Reviewers’ Choice Badge with any Qualifying Product(s), you shall ensure and you hereby represent and warrant to Viewpoints that at all times: (i) each Qualifying Product shall be free from defects in design, manufacture, material and workmanship, and shall be fit and safe for the use(s) normally and reasonably intended; (ii) each Qualifying Product shall be of merchantable quality; (iii) the Qualifying Product(s) (including their labeling, packaging and promotional materials relating thereto) shall not violate or infringe any intellectual property right of any third party or any other right of any third party, nor shall their resale or distribution by any person; (iv) Recipient Subscriber has timely paid, and shall continue to timely pay, all license fees, royalties and/or other fees and expenses to third parties utilized by Recipient Subscriber to facilitate the sourcing, manufacture, packaging, distribution, sale, marketing, promotion, repair and service and/or provision of the Qualifying Product(s); (v) the Qualifying Product(s) shall be performed, produced, manufactured, assembled, packaged, advertised, promoted, serviced and distributed in accordance with applicable industry standards and all applicable federal, state, provincial and local laws, treaties and regulations; and (vi) the Qualifying Product(s) will not be performed, produced, manufactured, assembled, packaged, serviced or distributed by the use of forced labor, prison labor or forced or illegal child labor, and the Qualifying Product(s) shall not be trans-shipped for the purpose of mislabeling, evading quota or country of origin restrictions or for the purpose of avoiding compliance with forced labor, prison labor or child labor laws.
7. Use of the Service
Notwithstanding anything to the contrary in the Terms of Service, you may utilize the Service for the following limited commercial purposes: (a) communicating with and informing Users with respect to products, service and/or businesses you are authorized to represent subject to the terms and conditions set forth in this Agreement; (b) embedding User Content on websites through Viewpoints Connect Widgets or Viewpoints Connect Plus Widgets, subject to the terms and conditions set forth in this Agreement; and (c) any other use that Viewpoints expressly authorizes in advance in writing.
You acknowledge that any User Content submitted by you will be subject to the terms set forth in the Terms of Service. Without limiting the generality of the foregoing, you specifically acknowledge and agree that with respect to the Service:
a. You will post only User Content you believe in good faith to be true, accurate, current, complete and original to Subscriber, and you will not post to the Viewpoints Site any User Content that is false, inaccurate, misleading, fraudulent or infringing.
b. You will use the Service solely for communicating with and informing Users with respect to products, service and/or businesses you are authorized to represent and no otherproduct, service or business (including without limitation those of competitors).
c. You may not submit any User Content with the intention or purpose of harming or slandering any competing product, service or business.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE VIEWPOINTS SITE, THE SERVICE, THE REVIEWERS’ CHOICE BADGE, AND ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY USER CONTENT, REVIEWS, INFORMATION, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED IN OR DESCRIBED ON THE VIEWPOINTS SITE, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED BY VIEWPOINTS ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, VIEWPOINTS MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND/OR USE OF THE VIEWPOINTS SITE AND THE SERVICE, INCLUDING BUT NOT LIMITED TO USER CONTENT PROVIDED VIA THE VIEWPOINTS SITE, THE REVIEWERS’ CHOICE BADGE, AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE VIEWPOINTS SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, VIEWPOINTS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THE VIEWPOINTS SITE IS ACCURATE, COMPLETE OR CURRENT, AND VIEWPOINTS IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF THE VIEWPOINTS SITE, INCLUDING BUT NOT LIMITED TO USER CONTENT AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE VIEWPOINTS SITE. FURTHER, VIEWPOINTS MAKES NO REPRESENTATIONS AND WARRANTIES THAT THE VIEWPOINTS SITE OR THE USER CONTENT WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM VIEWPOINTS OR THE VIEWPOINTSSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
9. Limitation on Liability
CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A STATE, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO 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."
11. Changes to Terms of Service
Viewpoints reserves the right to make changes at any time to this Agreement. Any modifications to this Agreement will be effective upon posting. Be sure to return to this page to review this Agreement periodically so that you are aware of any modifications. Your continued use of the Services after any modifications indicates your acceptance of the modified Agreement.
12. Provisions Remaining In Effect
In the event your subscription to the Services is terminated or lapses, certain provisions of this Agreement will continue to remain in effect, including without limitation Sections 2, 5, 6 and 8 through 13.
13. Contact and Violations
If you have any questions regarding this Agreement, please contact us at (312) 447-5497 or firstname.lastname@example.org. Please report any violations of this Agreement to email@example.com.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.