Terms & Conditions
More Great Customers, LLC Terms of Service – last updated 11/30/2018
1. More Great Customers, LLC (“MGC”, “we” or “us”) provides products and services for businesses. The Service Agreement sets forth the Services being purchased, the Client purchasing the Services, the costs for such Services, the minimum commitment and other relevant details. These Terms of Services are incorporated by reference into and made part of any Service Agreement submitted to MGC and govern the relationship between you (the Client) and MGC. These Terms of Service are effective on the date of the Service Agreement, and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service and the documents and/or links referenced in such documents are collectively referred to as the “Agreement”.
2. PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, MGC DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY THE COMPANY, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS. If you do not agree to all the terms and conditions of this agreement, then you may not use any of the services provided by MGC. If these terms and conditions are considered an offer by MGC, acceptance is expressly limited to these terms.
3. The Service Agreement, together with these Terms of Service, constitute the entire agreement between MGC and the Client (you). The following terms and conditions govern all use of any website or webpage and all content, email, services and products (collectively, the “Online Services”) available, created or serviced by MGC. Online Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, MGC’s Privacy Policy) and procedures that may be published from time to time on this Site by MGC (collectively, the “Agreement”).
4. MGC provides tools and services to assist businesses with their marketing, online reputation, loyalty, and online presence. In doing so, it provides links to and descriptions of numerous third-party platforms such as Google, Facebook, and Twitter, etc. MGC 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 Online Services. To the extent MGC uses any tradenames or trademarks associated with such third-parties, it does so solely to identify those companies and their services. MGC makes no claim as to ownership of such third-party trademarks.
5. If you submit (or allow any third party to submit) material for MGC to post, comment, or utilize the Online Services (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
1. the Content complies with the terms of service of any third party websites with which you interact; for example, many review sites such as Yelp and Google strictly limit or prohibit the practice of offering incentives to customers in exchange for reviews;
2. 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;
3. you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
4. the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
5. 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;
6. By submitting Content to MGC, you grant MGC a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content in connection with the operation and promotion of the Online Services. You also hereby expressly grant MGC a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish your business name and related trademarks in connection with the operation and promotion of the Online Services. If you request that MGC delete content on your behalf, MGC will use reasonable efforts to remove it from the Online Services, but you acknowledge that caching or references to the Content may not be made unavailable.
7. Without limiting any of those representations or warranties, MGC has the right (though not the obligation) to, in MGC’s sole discretion (i) refuse or remove any Content that, in MGC’s reasonable opinion, violates any MGC policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Online Services to any individual or entity for any reason, in MGC’s sole discretion. MGC will have no obligation to provide a refund of any amounts previously paid.
8. You agree to indemnify, defend, and hold harmless MGC, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of or related to your Content, including but not limited to your violation of this Agreement and/or any of the warranties contained herein. You further agree that MGC assumes no responsibility for your Content.
9. Payment and Renewal.
1. General Terms.
Optional paid services such as extra features, print services, or domain purchases are available on the Online Services (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay MGC the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable.
2. Automatic Renewal.
Unless you notify MGC before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Upgrades section of your site’s dashboard.
10. Responsibility of Online Services Users. The Online Services may display, include, or make available third-party content (including data, information, applications, and other products services and/or materials) (“Third Party Materials”) that is owned and controlled by third parties such as MGC’s customers and third-party review platforms. MGC has not reviewed, and cannot review, all Third Party Materials. You acknowledge and agree that MGC is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. MGC 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 and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions. 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. MGC disclaims any responsibility for any harm resulting from the use by visitors of the Online Services, or from any downloading by those visitors of content there posted.
11. Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which MGC links, and that link to MGC. MGC does not have any control over those non-MGC websites and webpages, and is not responsible for their contents or their use. By linking to a non-MGC website or webpage, MGC does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. MGC disclaims any responsibility for any harm resulting from your use of non-MGC websites and webpages. Such websites and webpages may be subject to different Terms of Service and Privacy Policies than those that govern your use of the Online Services.
12. Intellectual Property. This Agreement does not transfer from MGC to you any MGC intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with MGC. MGC, the MGC logo, and all other trademarks, service marks, graphics and logos used to identify MGC or the Online Services are trademarks or registered trademarks of MGC or MGC’s licensors. Other trademarks, service marks, graphics and logos used on the Online Services may be the trademarks of other third parties. Your use of the Online Services grants you no right or license to reproduce or otherwise use any MGC or third-party trademarks. All trademarks and trade names are the property of their respective owners.
13. Attribution. MGC reserves the right to display attribution links such as ‘Powered by MGC,’ theme author, and font and image attribution in your page. Some footer credits, as determined by MGC at its sole discretion, may not be removed regardless of upgrades purchased.
14. Changes. MGC reserves the right, at its sole discretion, to modify or replace any part of this Agreement. MGC will attempt to notify you by email of any change. Notwithstanding any attempt or failure of notification of changes by MGC, it is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Online Services following the posting of any changes to this Agreement constitutes acceptance of those changes. MGC may also, in the future, offer new services and/or features through the Online Services (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
15 Termination. MGC may terminate your access to all or any part of the Online Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your MGC account (if you have one), you may simply contact MGC customer service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination: (i) all rights granted to you under this Agreement will terminate immediately; and (ii) you must cease all use of the Online Services. Termination will not limit any of MGC’s rights or remedies at law or in equity.
16. Disclaimer of Warranties. The Online Services is provided “as is”. MGC and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither MGC nor its suppliers and licensors, makes any warranty that the Online Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Online Services at your own discretion and risk.
17. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MGC OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE ONLINE SERVICES OR THE CONTENT FOR: (i) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; OR (ii) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO MGC DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR MGC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
18. General Representation and Warranty. You represent and warrant that (i) the Content and your use of the Online Services will be in strict accordance with the MGC Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) the Content and your use of the Online Services will not infringe or misappropriate the copyright, trademark, patent, privacy, publicity, or intellectual property rights of any third party.
19. General Indemnification. You agree to indemnify, defend, and hold harmless MGC, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of your use or misuse of the Online Services, including but not limited to your violation of this Agreement and/or any of the warranties contained herein.
20. Miscellaneous. This Agreement constitutes the entire agreement between MGC and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of MGC, or by the posting by MGC of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Online Services will be governed by the laws of the state of Georgia, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Fulton County, Georgia. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Cumming, Georgia, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. 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; MGC 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.