Terms of Service

Last updated on June 25, 2020

These terms and conditions (the “Terms”) govern your access to and use of Sitejabber’s websites that link to or reference these Terms (“Site”). By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with GGL Projects, Inc., a California corporation headquartered in San Mateo, California (“Sitejabber”). Do not access or use the Site if you are unwilling or unable to be bound by the Terms.

  1. DEFINITIONS

    1. Parties

      “You” and “your” refer to you, as a user of the Site. A “user” is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. “We,” “us,” and “our” refer to Sitejabber.

    2. Content

      “Content” means text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Site, such as your business description, business logo, business address, comments, messages, and information that you publicly display or is displayed on your profile. “User Content” means Content that other users submit or transmit to, through, or in connection with the Site. “Sitejabber Content” means Content that we create and make available in connection with the Site. “Third Party Content” means Content that originates from parties other than Sitejabber or its users, which is made available in connection with the Site. “Site Content” means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and Sitejabber Content.

  2. CHANGES TO THE TERMS OF SERVICE

    We may modify the Terms from time to time. The most current version of these Terms will be located here. You understand and agree that your access to or use of the Site is governed by the Terms effective at the time of your access to or use of the Site. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Site prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Site after the effective date of modifications to the Terms indicates your acceptance of the modifications.

  3. USING THE SITE

    1. Eligibility

      To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if you are a competitor of ours or if we have previously banned you from the Site or closed your account.

    2. Permission to Use the Site

      We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

    3. Site Availability

      The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability to Sitejabber.

    4. Business Accounts

      You must create a Business Account and provide certain information about yourself in order to access the features that are offered through the Site. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

      When creating your Business Account, we require that you provide accurate details (name, email, phone number) and verify that you are an authorized representative of the business. You are required to keep this information updated and accurate if you continue to use your Business Account. You may not claim a business you are unauthorized to represent, impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. By creating a Business Account, you are also creating a public business listing which will include information about the business representative. Please read our Privacy Policy for more information.

    5. Communications from Sitejabber and other Users

      By creating a business account, you agree to receive certain communications from Sitejabber and other users and third parties, including marketing communications, in connection with the Site. For example, you might receive messages from other Users. You can learn more about possible communications, and opt-out of non-essential communications, here.

  4. CONTENT

    1. Collecting Reviews

      When collecting reviews on the Sitejabber platform, all reviews must be from a representative sampling of real customers who have been in no way compensated, pressured, or otherwise influenced to leave positive feedback. Any violation of this policy will lead to the removal of reviews, a loss of access to the Business Account, and forfeiture of any fees that were paid in association with the Business Tools.

    2. Responsibility for Your Content

      You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable.

      You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

    3. Our Right to Use Your Content

      We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Sitejabber and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

    4. Ownership

      As between you and Sitejabber, you own Your Content. We own the Sitejabber Content, including but not limited to visual interfaces, interactive features, graphics, designs, compilations (including, but not limited to, our compilation of User Content and other Site Content), computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the Sitejabber Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Sitejabber Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the Sitejabber Content are retained by us.

    5. Advertising

      Sitejabber and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

    6. Content Feeds

      We make some of the Site Content (“Site Content”) available via Content Widgets and our API. You may access and use the Content Widgets and API in order to display Site Content on your personal computer, website, or blog (“Your Site”), provided that (i) your display of the Site Content links back to the relevant pages on Sitejabber’s websites, and attributes Sitejabber as the source of the Site Content, (ii) your use or display of the Site Content does not suggest that Sitejabber promotes or endorses any third party causes, ideas, websites, products or services, including Your Site, (iii) you do not redistribute the Site Content, and (iv) your use of the Content Widgets or API does not overburden Sitejabber’s systems. Sitejabber reserves all rights in the Site Content and may terminate the Feeds at any time. Please contact us here to inquire about other possible uses of the Content Widgets and API.

    7. Other

      User Content (including any that may have been created by users employed or contracted by Sitejabber) does not necessarily reflect the opinion of Sitejabber. We reserve the right (but have no obligation) to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Review Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we make any representations or warranties, or otherwise make any guarantees, regarding confidential treatment of Your Content.

  5. RESTRICTIONS

    We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

    1. You agree not to, and will not assist, encourage, or enable others to use the Site to:

      1. Violate our Review Guidelines, for example, by writing a fake or defamatory review, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
      2. Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
      3. Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
      4. Promote a business or other commercial venture or event, or otherwise use the Site for commercial purposes, except in connection with a Business Account and as expressly permitted by Sitejabber;
      5. Send bulk emails, surveys, or other mass messaging, except in connection with a Business Account using the tools provided;
      6. Engage in keyword spamming, or otherwise attempt to manipulate the Site’s search results or any third party website;
      7. Solicit personal information from minors, or submit or transmit pornography; or
      8. Violate any applicable law or regulation.
    2. You also agree not to, and will not assist, encourage, or enable others to:

      1. Violate the Terms;
      2. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by Sitejabber;
      3. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
      4. Reverse engineer any portion of the Site;
      5. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
      6. Record, process, or mine information about other users;
      7. Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
      8. Reformat or frame any portion of the Site;
      9. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Sitejabber’s technology infrastructure or otherwise make excessive traffic demands of the Site;
      10. Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
      11. Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);
      12. Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
      13. Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
      14. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
      15. Collect any information about other users or members (including usernames and/or email addresses) for any purpose other than to solicit and share reviews with other Sitejabber users or members on the Sitejabber Site in accordance with these Terms of Service;
      16. Create any user account by automated means or under false or fraudulent pretenses;
      17. Create or transmit unwanted electronic communications such as “spam” to other users or members of the Sitejabber Site and/or Sitejabber Service or otherwise interfere with other user’s or member’s enjoyment of the Sitejabber Site and/or Sitejabber Service;
      18. Copy, use or store any Content available on the Sitejabber Site other than for your own personal use;
      19. Use any Content marked as obtained from or belonging to Sitejabber, except in compliance with these Terms of Service;
      20. Use the Sitejabber Site and/or Sitejabber Service, intentionally or unintentionally, to violate any applicable local, state, federal or international law or regulation;
      21. Register more than one user account;
      22. Collect or store personal data about other users in connection with any prohibited activity described in this paragraph.
      23. Solicit reviews of websites or businesses with which you are affiliated, except in connection with a Business Account using the tools provided
      24. Solicit reviews of websites or businesses that are competitive with websites or businesses with which you are affiliated.
  6. GUIDELINES AND POLICIES

    1. Privacy

      You represent that you have read and understand our Privacy Policy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities or violations of these Terms; (ii) enforce or apply our Terms and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the public. If you use the Site outside of the United States, you consent to having your personal data transferred to and processed in the United States.

    2. Copyright And Trademark Disputes

      Sitejabber has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at http://www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Sitejabber’s agent to receive notice of claimed infringement (“Designated Agent”) is indicated below.

      Attn: Legal Department
      GGL Projects, Inc.
      1528 South El Camino, Suite 110
      San Mateo, CA 94402
      Email to: legal@sitejabber.com

      1. General Policy.

        It is Sitejabber’s policy to (i) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, Content providers, members or users; and (ii) remove and discontinue service to repeat offenders.

      2. Procedure for Reporting Copyright Infringements.

        If you believe that material or Content residing on or accessible through the Sitejabber Site or Sitejabber Service infringes a copyright, please send a notice of copyright infringement containing all of the following information to the Designated Agent (“Infringement Notice”):

        1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
        2. Specific identification of all works or materials being infringed;
        3. Specific identification of the material that is claimed to be infringing, including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Sitejabber is capable of finding and verifying its existence;
        4. Complete contact information about the notifier, including physical mailing address (not P.O. box), telephone number and email address;
        5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
        6. A statement made under penalty of perjury that the information provided is accurate, and the notifying party is authorized to make the complaint on behalf of the copyright owner.
      3. Upon Receipt of an Infringement Notice.

        Once a proper, bona fide Infringement Notice is received by the Designated Agent, it is Sitejabber’s policy:

        1. to remove or disable access to the infringing material;
        2. to notify the Content provider, member or user that it has removed or disabled access to the material; and
        3. for repeat offenders (or otherwise in Sitejabber’s discretion), to terminate the Content provider’s, member’s or user’s access to the Sitejabber Service.
      4. Procedure to Supply a Counter-Notice to the Designated Agent.

        If the Content provider, member or user believes that the material that was removed or to which access was disabled is either (a) not infringing, or (b) rightfully posted and used with permission from the copyright owner, the copyright owner’s agent, or pursuant to the law, the Content provider, member or user must send a written notice containing the following information (“Right to Use Notice”) to the Designated Agent:

        1. A physical or electronic signature of the Content provider, member or user;
        2. Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;
        3. A statement that the Content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
        4. The Content provider’s, member’s or user’s name, address, telephone number, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the Content provider’s, member’s or user’s address is located, or if the Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Sitejabber is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
      5. Removal.

        If a Right to Use Notice is timely received by the Designated Agent, Sitejabber may send a copy of the Right to Use Notice to the original complaining party, informing that person that it may replace the removed material or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed material may be replaced or access to it restored in approximately 10 to 14 business days or more after receipt of the Right to Use Notice, at Sitejabber’s discretion.

      6. Address for Designated Agent.

        Please contact Sitejabber’s Designated Agent to Receive Notification of Claimed Infringement at: legal@sitejabber.com

  7. SUGGESTIONS AND IMPROVEMENTS

    By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of yours or any third party, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Sitejabber and its users any claims and assertions of any moral rights contained in such Feedback.

  8. THIRD PARTIES

    The Site may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk. Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures.

  9. PAID BUSINESS TOOLS

    Sitejabber will use commercially reasonable efforts to provide the business tools (‘Business Tools’) and any advertising services (‘Ad Program’) which the paying business (“Client”) purchases from Sitejabber from time to time in connection with Sitejabber’s websites and other properties (including other third party properties that the parties may agree upon in writing) pursuant to these Terms. Each such purchase will be set forth in a purchase order agreed to in writing by both parties which sets forth the Business Tools being purchased, applicable fees, the date the Business Tools starts (‘Service Start Date’), the duration of the commitment (‘Commitment Period’), and any renewal terms, among other information (‘Purchase Order’). Each agreed upon Purchase Order is governed by and incorporated into these Terms. Sitejabber may at any time replace the features associated with any Business Tools with features of substantially similar value. An ‘ad impression’ is a single display of an advertisement on the Site which incorporates content provided by Client and/or the Site’s users. An ‘ad click’ is a single instance for which Sitejabber records that a user clicked on an ad impression. A ‘user view’ is a single instance for which Sitejabber records that the Site, or a particular page or portion of the Site, was accessed or viewed.

  10. PROCESSING PERSONAL INFORMATION

    As a service provider, Sitejabber may process personal information on behalf of the Client. To help Clients remain compliant with their local privacy laws (e.g., California Consumer Privacy Act, EU General Data Protection Regulation), Sitejabber agrees that it will:

    1. use the personal information provided by the Client only to provide the services agreed upon by the parties,
    2. not use, disclose, or retain personal information for any purpose other than the services agreed upon by the parties,
    3. not sell such personal information to any third parties, and
    4. reasonably assist the Client in complying with applicable local privacy law requirements (e.g., to enable Client to comply with individual data privacy requests).
  11. FEES AND PAYMENT

    Client will pay Sitejabber the fees specified in each Purchase Order for the duration of its term. The fees are fixed for the duration of the Commitment Period specified in each Purchase Order, but may be modified by Sitejabber thereafter by providing one (1) month’s prior written notice to Client. All fees are net of any taxes Client may be required to pay in its taxing jurisdiction. Payments are due in advance of the period for which they apply, or as otherwise set forth in the applicable Purchase Order. Unpaid amounts or errors may be billed in subsequent invoices. If Client’s payment method fails or Client’s account is past due, Sitejabber may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees.

    IF CLIENT PROVIDES SITEJABBER WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION, CLIENT AUTHORIZES SITEJABBER TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD USED TO PURCHASE BUSINESS TOOLS. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING.

  12. TERM AND TERMINATION

    These Terms will become effective once the business registers a Business Account (the ‘Effective Date’) and will remain in full force and effect while you use the Business Tools. Sitejabber offers paid Business Tools through monthly and yearly payment plans, as specified in the Purchase Order. Each Purchase Order will become effective on the date of the Client’s acknowledgement and agreement of the Purchase Order, and will remain in effect until terminated as provided below.

    Client may terminate a Purchase Order effective at the end of its Commitment Period or any renewal period by providing written notice to your Sitejabber account representative on or before the 15 days prior to the end of the Commitment Period. If Client provides written notice after the 15 days before the Commitment Period, then the Purchase order will terminate at the end of the following renewal period. Yearly payments are non-refundable. If a subsequent Purchase Order is executed between the parties, then the older Purchase Order shall terminate on the latest Purchase Order’s Service Start Date in order to prevent having two (2) or more Purchase Orders effective at the same time, unless otherwise agreed upon by the parties in the Purchase Order.

    Sitejabber may terminate any Purchase Order or the Terms at any time for any or no reason without liability, effective immediately, by providing written notice to Client. In the event of such termination, Client will immediately pay all unpaid fees through the date of termination, and Sitejabber will reimburse any fees that were prepaid for Business Tools to be rendered after the date of such termination.

  13. REPRESENTATIONS AND WARRANTIES

    Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Terms, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.

    Client represents and warrants to Sitejabber that any information or materials that Client provides in connection with Ad Programs (‘Advertising Materials’) will (a) be true and complete, (b) not contain any material which violates Sitejabber’s content guidelines or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability and (c) comply with all applicable laws and regulations in its performance of the Terms (including all applicable privacy / data protection laws and regulations and laws related to Promotions). ‘Promotions’ are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by Client. Sitejabber reserves the right to reject or remove any Advertising Materials at its sole discretion, and to alter any Advertising Materials to conform to technical specifications.

    Client further represents and warrants to Sitejabber that Client will not, and will not authorize or induce any other party, to: (x) generate automated, fraudulent or otherwise invalid ad impressions, inquiries, conversions, ad clicks or other actions; (y) use any automated means or form of scraping or data extraction to access, query or otherwise collect Sitejabber content and reviews from the Site, except as expressly permitted by Sitejabber or (z) use any Sitejabber trademarks in any manner without Sitejabber’s prior written consent. All rights not expressly granted to Client hereunder are reserved by Sitejabber.

    If Client is located in a jurisdiction with privacy and data protection laws (e.g., the European Economic Area (EEA) or California) or have any visitors from such jurisdictions in the EEA, Client represents and warrants that Client will use the Sitejabber service in accordance with the GDPR, CCPA or other laws applicable to the Client, including that Client:

    1. will clearly describe in writing how Client plans on using any Data processed, including for Client’s use of the Sitejabber Service;
    2. has complied, and will comply, with all regulations, as well as Data protection, electronic communication, and privacy laws that apply;
    3. has processed, and will process all Data relating to any individual in compliance with all Data protection laws and regulations, including by obtaining such individuals’ unambiguous, specific, freely given and informed consent where required by laws applicable to Client; and
    4. agrees to indemnify and hold Sitejabber harmless from any losses, including attorney fees and costs, that result from Client’s breach of any part of these warranties
  14. INFORMATION ABOUT AND USE OF THE SITE

    The Site allows consumers to post ratings and reviews about businesses, including Client’s business. The Site employs automated software in an effort to showcase the most relevant and reliable reviews while suppressing others. Client understands that while Sitejabber uses such automated software to identify potentially less reliable reviews, the software may sometimes suppress perfectly legitimate reviews on the one hand, and fail to detect illegitimate reviews on the other. Client’s purchase of Business Tools will not influence the automated software, or otherwise allow or enable Client, directly or indirectly, to remove, alter or reorder the reviews or prevent reviews from appearing on the Site. From time to time, Client may request that Sitejabber access Client’s account on behalf of Client in order to make changes or post information related to Client on the Site (‘Client Instructions’). Sitejabber disclaims, and Client hereby releases Sitejabber from, any and all liability arising from Sitejabber’s activities related to such Client Instructions. It is Client’s responsibility to confirm that Client Instructions are executed as requested. Client’s use of the Site, including any use by someone else acting on Client’s instructions, is governed by these Terms.

  15. SITEJABBER’S DISCLAIMER OF WARRANTIES

    CLIENT ACKNOWLEDGES AND AGREES THAT BUSINESS TOOLS ARE PROVIDED TO CLIENT ON AN ‘AS IS’, ‘WITH ALL FAULTS’ AND ‘AS AVAILABLE’ BASIS. SITEJABBER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE BUSINESS TOOLS AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, SITEJABBER SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE AD PROGRAMS, INCLUDING AD CLICK RATES, CONVERSIONS, AND ANY USER-GENERATED CONTENT THAT APPEARS IN YOUR AD PROGRAMS, (II) THE ACCURACY OF THE INFORMATION AND METRICS THAT SITEJABBER PROVIDES IN CONNECTION WITH THE SITE OR AD PROGRAMS (E.G. TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT VISITORS AND USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. SITEJABBER SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE SITEJABBER WILL TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, SITEJABBER MAY NOT BE ABLE TO ACHIEVE A CLIENT’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.

  16. LIMITATIONS OF LIABILITY

    1. THIRD PARTIES MAY INADVERTENTLY OR FOR FRAUDULENT OR IMPROPER PURPOSES GENERATE AD IMPRESSIONS, USER VIEWS, CALLS OR AD CLICKS (‘THIRD-PARTY ACTIVITY’), WHICH MAY IMPACT THE FEES YOU PAY SITEJABBER AND THE PERCEIVED EFFECTIVENESS OF AD PROGRAMS. CLIENT ACCEPTS THE RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO SITEJABBER. AS SUCH, THE PARTIES AGREE THAT SITEJABBER HAS NO LIABILITY FOR CLAIMS ARISING FROM OR IN CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, IN WHICH CASE SITEJABBER’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES ON SITEJABBER EQUAL TO THE NUMBER OF THIRD-PARTY ACTIVITY. TO THE EXTENT THAT SITEJABBER ITSELF INADVERTENTLY GENERATES AD IMPRESSIONS, USER VIEWS, OR AD CLICKS, SITEJABBER’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES EQUAL TO THE NUMBER OF SUCH INVALID AD IMPRESSIONS, USER VIEWS, OR AD CLICKS, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW. SITEJABBER’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IN THE EVENT OF ANY UNDER-DELIVERY OF AD IMPRESSIONS IN ANY GIVEN MONTH IS, AT SITEJABBER’S SOLE DISCRETION, FOR SITEJABBER TO EITHER (I) DELIVER THE SHORTFALL OF AD IMPRESSIONS IN SUBSEQUENT MONTHS OR (II) PROVIDE A REFUND OF THE OVERCHARGED AMOUNT, EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW.
    2. FOR ALL OTHER CLAIMS ARISING FROM, RELATED TO, OR IN CONNECTION WITH A PURCHASE ORDER, BUSINESS TOOLS, AD PROGRAMS, OR THE TERMS THAT ARE NOT EXPRESSLY ADDRESSED IN THIS SECTION (a) ABOVE, SITEJABBER’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND CLIENT’S EXCLUSIVE AGGREGATE REMEDY IS THE TOTAL FEES PAYABLE TO SITEJABBER HEREUNDER DURING THE SPECIFIED COMMITMENT PERIOD EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
    3. OTHER THAN AS MAY BE CONTAINED IN AN EARLY TERMINATION FEE INDICATED IN A PURCHASE ORDER, NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH A PURCHASE ORDER, THE BUSINESS TOOLS, THE AD PROGRAMS, THE SITE, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.
  17. INDEMNIFICATION

    Client will indemnify, defend, and hold Sitejabber and its officers, directors, agents, and employees harmless from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs) (collectively a ‘Third Party Claim’) arising out of or in connection with (i) the Business Tools, Advertising Materials, Client Instructions, or Client’s use of Ad Programs, (ii) any breach of representations or warranties provided under these Terms by Client, (iii) any Promotion, including any claims for any violation by the Promotion of any applicable law, rule or regulation, or (iv) Client’s products or services or the provision thereof to its customers or other third parties.

  18. CHOICE OF LAW AND ARBITRATION

    1. Any claim, controversy, cause of action or dispute that might arise between Client and Sitejabber (“Claim”) will be exclusively governed by laws of the United States of America and the State of California consistent with the Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Client agrees that any subpoena, third-party discovery request, or other third-party process directed to Sitejabber must issue from, or be domesticated by, the state or federal courts located within San Francisco County, California.
    2. All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the rules of the American Arbitration Association (‘AAA’) before a single arbitrator who is a member of the AAA. Arbitrations will be held in San Francisco, California, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction.

      NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM WHICH IS NOT SUBJECT TO ARBITRATION OR ANY DISPUTE AS TO THE ENFORCEABILITY OF THIS ARBITRATION PROVISION OR ITS APPLICABILITY TO A SPECIFIC CLAIM, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA.
    3. CLIENT AND SITEJABBER AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CLIENT AND SITEJABBER AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (C), AND THIS SUBSECTION (C) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

    Notwithstanding anything to the contrary in these Terms, Sitejabber may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

  19. MISCELLANEOUS

    1. Any of Client’s terms or conditions which are in addition to or different from those contained in or added by way of interlineation to the Terms or any Purchase Order as originally provided to Client by Sitejabber which are not separately expressly agreed to in writing by both parties are deemed material and are hereby objected to and rejected by Sitejabber. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions which conflict with, vary, or add to these Terms will be binding on Sitejabber, and any conflicting or additional terms contain in any other documents or oral discussions are void. The Terms embody the entire and exclusive agreement between the parties respecting the subject matter of herein, and supersede any and all prior related oral, emailed or written representations and agreements between the parties. No statements or promises by either party have been relied upon in entering into these Terms, except as expressly set forth herein. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.
    2. Anyone agreeing to the Terms on behalf of Client represents and warrants that it has full legal power and authority to enter into these Terms, perform its obligations hereunder, and authorize the fee payments set forth in the Purchase Order(s).
    3. Notices under these Terms must be in writing and sent via the following methods. Sitejabber may provide effective notice to Client by facsimile, registered or certified mail, commercial courier or by sending an email to the email address associated with the Business Account, and the notice will be deemed received when received by Client, but any event no later than two (2) days after dispatch by Sitejabber. Any notices sent by Client to Sitejabber will be sent via registered or certified mail, or commercial courier to Sitejabber, 1528 South El Camino, Suite 110, San Mateo, CA 94402, and will be deemed received when such notice is received by Sitejabber.
    4. Any conflict among the Terms, TOS, and Purchase Orders will be resolved first in favor of the Purchase Orders (most recent first, if applicable), then the Terms, and then the TOS. The Terms may not be amended or modified except as agreed upon in writing by the parties. No provision in the Terms may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Client may not assign any rights or obligations under the Terms without Sitejabber’s prior consent, and any purported assignment by Client shall be void. If any provision of the Terms is held to be invalid or unenforceable, the parties will either substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision or strike such provision without further prejudice to these Terms such that all remaining provisions of these Terms shall remain in full force and effect. Sections 14, 15, 16, 17, and 18 of the Terms will survive any termination of the Term.