This Service Agreement (“Agreement”) is by and between 5Star Reputation and you, and your heirs, assigns, agents and contractors (collectively, “Client” or “You” or “Customer”) and is made effective as of the date of execution. This Agreement sets forth the terms and conditions of Your use of 5Star Reputation ´s Review and Reputation Marketing service represents the entire Agreement between You and 5Star Reputation concerning the subject matter hereof. By using 5Star Reputation ´s Reputation service, You acknowledge and agree that You have read, understood, acknowledged and agreed to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including, but not limited to, the Universal Terms of Service that 5Star Reputation may establish from time to time.
- The Reputation, Reviews and Testimonial Marketing Service
1.1. The Reputation, Reviews and Testimonial Marketing service is not guaranteed, but will be performed to the best of 5Star Reputation knowledge and ability;
1.2. 5Star Reputation currently provides the Reputation Marketing service to its customers on a monthly subscription model based on the level of support that is required. The customer hires 5Star Reputation for the purpose of increasing the reviews of the customer online. 5Star Reputation will lend a specialised custom-built feedback app for the customer to collect reviews from his clients for a monthly fee.
1.3. It is the solely responsibility of the customer to ask, collect and assure that all the reviews that are submitted into the feedback app are real. 5Star Reputation does not take any responsibility if reviews do not come in, are not submitted or are not collected into the feedback app. 5Star Reputation is entitled to the full payment even in the remote case that reviews are not collected, until the client wishes to terminate the contract with 5Star Reputation.
1.4. The customer agrees that 5Star Reputation has no control over the reviews that comes via the 5starsreputation software. The customer guarantees that all the reviews are from real genuine clients and that all the clients have given authorization to the customer to have their reviews posted online by 5Star Reputation.
1.5. The customer agrees that reviews will be posted online only if the reviewers authorize 5Star Reputation to do so on their behalf.
1.6. For 5Star Reputation to be able to collect reviews and subsequentially to post reviews online on behalf of the reviewer, the reviewer must have agreed to all the terms and condition clicking the Submit button on the Feedback app form.
1.7. By clicking the Submit button on the Feedback app form the reviewer agrees and authorise:
- To have the testimonial posted anywhere online
- Verifies that the testimonial is accurate and true
- Verifies that the reviewer was not paid to submit the review
- Verifies that the reviewer and the client have read and agree to the Terms of Service on the Feedback app form
- Acknowledge that the statements made in the testimonial are true and accurate and that the opinions expressed in the testimonial or review belong to the reviewer alone.
- Understand that submitting fake or even false reviews about products or services is illegal. 5Star Reputation will never create or post Fake reviews.
- Intellectual Property
Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in the Review, Reputation service and all rights are reserved by 5Star Reputation . You acknowledge and agree that the Review, Reputation service and procedure, the names and logos of 5Star Reputation and all related product and service names, are the sole and exclusive property of 5Star Reputation and its affiliates.
- Fees and Payment
2.1. Fees will be billed in advance on a Monthly cycle in your selected currency (Australian dollar) for Services. The Fees are based on the volume package you select and any excess fees from the previous billing cycle. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by 5Star Reputation. The Fee Schedule, for both standard subscriptions, set up fee and excess fees, is subject to change at any time at 5Star Reputation discretion. 5Star Reputation will notify you in writing prior to the effectiveness of any change to the fee schedule. In many cases, existing subscribers will be able to retain current pricing for 12 months, but that is also at 5Star Reputation sole discretion.
2.2. Where Directories site require subscriptions in order to be registered these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as published as part of the campaign that has been purchased. Where registration fees are required 5Star Reputation will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.
- Responsibilities and Restrictions
3.1. This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You 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, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.
Unless you are expressly authorised by 5Star Reputation , you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Services or the Software. Violation of these restrictions may result in the termination of this Agreement.
3.2. You acknowledge and agree that the Services and the 5Star Reputation company names and logos and all related product and service names, design marks and slogans, are the property of 5Star Reputation or its affiliates or suppliers (collectively, the “Marks”). You are not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of 5Star Reputation . Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.
3.3. The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates Australian federal, state or other laws that may apply in this jurisdiction or your local area is prohibited.
3.4. In using the varied features of the Services, you may provide information (such as name, address, contact information, and other registration information) to 5Star Reputation . 5Star Reputation may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. 5Star Reputation will not provide information to companies you have not authorised for that purpose unless required by law or if you are terminated from 5Star Reputation due to unsolicited commercial emails being sent from your account.
3.5. You agree to complete and return an Reputation Proposal Form within 2 weeks of signing the agreement. In the event that this is not provided 5Star Reputation reserves the right to start the service based on the information available on the website and on the Google my Business as is.
4.1. Unless otherwise specified elsewhere, You may terminate this Agreement at any time by providing 30 days notice in writing, however the minimum period this agreement can run is 12 months. There are no refunds for any fees paid and You are responsible to pay the total amount of fees due over the minimum 12 month period. The minimum cost of this agreement is the stated Setup Fee plus 12 X Monthly Fees . Termination will only be effective 30 days after receipt of your cancellation. If the monthly anniversary falls within the 30 day notice period, the next monthly fee will be due in full, as the agreement can only cease at midnight the day before the monthly anniversary. Unless advised in writing this agreement, the Service and the fees will continue indefinitely.
4.3. 5Star Reputation may terminate this Agreement or the Services, or disable your account, in each case at any time with or without cause, and with or without notice. 5Star Reputation shall have no liability to you or any third party because of such termination or action.
- Warranty Disclaimer; Remedies
Use of the services and any reliance by you upon the services, including any action taken by you because of such use or reliance, is at your sole risk. 5Star Reputation does not warrant that the services will be uninterrupted 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 5Star Reputation disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement.
Your exclusive and sole remedy for any failure or non-performance of the Services shall be for 5Star Reputation to use commercially reasonable efforts to adjust or repair the Services.
- Limitation of Liability
To the maximum extent permitted by law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall 5Star Reputation or any of its underlying service providers, business partners, information providers, licensors, officers, directors, account providers, employees, distributors or agents (collectively referred to for purposes of this section as “5Star Reputation ”) be liable to you or any other person for any money damages, whether direct, indirect, special, incidental, cover, reliance or consequential damages, even if 5Star Reputation shall have been informed of the possibility of such damages, or for any claim by any other party. In the event that notwithstanding the foregoing, 5Star Reputation is found liable to you for damages from any cause whatsoever, and regardless of the form of the action (whether in contract, tort (including negligence), product liability or otherwise), the liability of 5Star Reputation to you will be limited to the amount you paid for the services for 1 month only. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you. 5Star Reputation has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. 5Star Reputation will not be held responsible for any impact on the client’s business that might occur as a result of exclusion from any directory or dropping off in listings on any search engine. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “2” amount of time. This is referred to as the “google sandbox.” 5Star Reputation assumes no liability for ranking/traffic/indexing issues related to google sandbox penalties or similar situation. No refund will be given in any circumstance. 5Star Reputation does not assume liability for any damage of any links or backlinks pointing to the client website.
5.1. 5Star Reputation and you agree that the 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 the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
5.2. If any provision of the 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.
5.3. No partnership, agency, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind 5Star Reputation in any respect whatsoever.
5.4. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and solicitors fees.
5.5. It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the state of WA (in Australia), without regard to the jurisdiction in which any action or special proceeding may be instituted.
5.6. You accept that if you do not provide 5Star Reputation with the FTP or CMS login details of your website and /or Google My business login details the performance of the service will be adversely affected as this forms an integral part of the success of the service.
5.7. The obligations and liabilities of 5Star Reputation in regards to the provisions of this agreement shall be suspended if any event occurs that is beyond the control of 5Star Reputation and affects the ability of 5Star Reputation to perform its obligations and or any failure to carry out services for reasons beyond its control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Google algorithm changes and or update, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
5.8. 5Star Reputation is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided and for any absence of service as a result of illness or holiday.
5.10. Any variations from the original scope of this quote and specifications document will be charged to the client. “Variations” are considered to be modifications or additions that are supplied after the sign off from the client. Changes to content, that have previously been accepted as correct by the client, will be charged additionally.
- Debtor Policy
6.1. Default & Consequences Of Default
- Interest on overdue accounts shall accrue from the date when payment becomes due daily until the date of payment at a rate of 11% per calendar month and shall accrue at such a rate after as well as before any judgement.
- If You default in payment of any invoice when due, the You will indemnify 5Star Reputation from and against all of 5Star Reputation costs and disbursements including on a solicitor and own client basis and in addition all costs of collection.
- Without prejudice to any other remedies 5Star Reputation may have, if at any time You are in breach of any obligation (including those relating to payment), 5Star Reputation may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions. 5Star Reputation will not be liable to You for any loss or damage You suffer because the 5Star Reputation exercised its rights under this clause.
- If any account remains unpaid by the next monthly anniversary after supply of the goods or services the following shall apply: An immediate amount of $50.00 shall be levied for administration fees which sum shall become immediately due and payable.
- In the event that:
- any money payable to 5Star Reputation becomes overdue, or in 5Star Reputation opinion You will be unable to meet payments as they fall due; or
- You become insolvent, convene a meeting with your creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
- a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of You or any asset of You; then 5Star Reputation shall be entitled to cancel all or any part of any order from You which remains unperformed in addition to and without prejudice to any other remedies; and
- all amounts owing to 5Star Reputation shall, whether or not due under these terms and conditions, and 5Star Reputation may take any lawful steps to require payment of the amounts due and the total minimum amount due under this agreement.
- 5Star Reputation can issue proceedings to recover the minimum amount due under this agreement notwithstanding that ownership of the Goods may not have passed to You.
These Terms & Conditions shall be governed by the laws in force in the State of Western Australia, 5Star Reputation and the client hereto submit to the exclusive jurisdiction of the Courts of that State. For more terms and conditions, please contact 5Star Reputation.