You accept these Terms and Conditions by accessing or using Reviewgnome.com in any manner, even if You do not create an Account with Reviewgnome.com. You represent and warrant that You are 1) at least 18 years of age, 2) of legal competence to enter into this agreement, and 3) authorized to enter the business entity of which you are principle into this agreement.
- References to The Gratzi, Inc, a Wisconsin Stock for Profit Corporation, hereinafter “The Gratzi”, and the “Parties” in these terms include (where appropriate) our respective subsidiaries, parent companies, members, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services provided by The Gratzi. References to “You” and “Your” in these terms include you as an individual as well as the business entity of which you are the principle. References to the “Application” refers to the Review Gnome web portal, software application, user interface, and user experience. References to “customers” refers to the individuals from whom Users solicit reviews about goods and services provided.
The Application, site, and services comprise an online platform through which the User can solicit, gather, view, and sort reviews from their customers to 1) enhance the User’s overall star rating on their chosen online review platform and 2) provide information to the User for quality improvement purposes. Specifically, the Application allows a User to establish a star threshold that the User subjectively considers to be a “positive” review. After a User has provided goods or services to a customer, the Application allows the User to solicit a review from the customer via email, text,website link, social media, or kiosk station.. The customer then has the option of creating a review, including a star rating, through the Application. If the customer’s review meets or exceeds the threshold to be considered a “positive” review, the customer will be automatically prompted to publish the reviews to specific online review platforms that have been pre-selected by the User. The Application will withhold the automatic prompt for any review under the threshold set by the User. The Application then shares these “negative” reviews with the User for internal business and quality improvement purposes.
You understand and agree that The Gratzi has no control over the conduct of Users or customers and that The Gratzi disclaims all liability in this regard. The Gratzi is not responsible for the content or star rating of the reviews written by Your customers. The Gratzi is not able to compel Your customers to publish positive reviews, nor is The Gratzi able to constrain Your customers from publishing negative reviews.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS DO NOT USE REVIEWGNOME.COM
2. Accounts and Logins
a) You represent and warrant that all information You provide in connection with the creation of an account with Reviewgnome.com (“Account”) is accurate and true. You agree that, if any Account information changes, You will update Your Account to maintain accurate information.
b) In connection with Your creation of an Account, You will create a Login and Password. You agree that You will not distribute Your Login or Password to any other person, and You will not authorize use of Your Account by any other person. You agree that You will not transfer, sub-license, sell, or assign Your rights in Your Account to any other person.
c) Any unauthorized use of Your Account by any third-party is subject to these Terms as though You were using the Account. If You believe that a third-party has gained access to Your Account, You agree to notify The Gratzi by sending an email to email@example.com.
d) Your Account allows You to establish a “star” threshold at which a customer review is considered “positive” and below which a customer review is considered “negative”. It is Your sole responsibility as the User to continuously update Your preference in this regard.
e) The Gratzi reserves the right to terminate Your Account at any time for any reason. If Your Account is terminated The Gratzi has no obligation to retain any data associated with Your Account.
3. License to Use Reviewgnome.com
a) License to Use by Users who are Businesses. The Gratzi hereby grants You a limited, terminable, non-exclusive right to access and use Reviewgnome.com only for the purposes of 1) soliciting reviews from your customers and clients, 2) posting those reviews to your business’s profile on the review platform or platforms of your choosing, and 3) viewing reviews and utilizing them for internal business improvement purposes.
b) You may not sell, transfer or assign any of the Services or Your rights to any of the material provided by The Gratzi to any third party without the express written authorization of The Gratzi.
c) The Gratzi reserves the right to suspend or terminate Your access and use at any time if The Gratzi determines that You are in breach of these Terms and Conditions.
d) You may provide The Gratzi with the names of your employees, contractors, and third-party marketing consultants who may have interacted with customers who provide reviews through Reviewgnome.com. By doing so, you warrant that you are authorized to disclose the names of those employees, contractors, and third-party marketing consultants to The Gratzi and you agree to indemnify and hold harmless the The Gratzi against any consequences that may arise from the use of those names on Reviewgnome.com.
e) You agree and understand that The Gratzi may use information about Your use of the Application to improve Your user experience.
f) Other than connecting to Reviewgnome.com by https request using a web browser, You may not attempt to access The Gratzi’s servers or Reviewgnome.com by any means. In particular, You are prohibited from scraping, crawling, data-mining, or using any robot, spider, or other automatic device to send queries to the The Gratzi’s servers or Reviewgnome.com. You may not use Reviewgnome.com to compile data or images for use by any commercial entity.
g) You agree not to disrupt, modify or interfere with Reviewgnome.com, or its associated software, hardware, and servers in any way. You agree not to impede or interfere with others’ use of Reviewgnome.com. You further agree not to alter or tamper with any information or materials on or associated with Reviewgnome.com.
The Gratzi may assign this agreement at any time without notice to You. You may not assign this agreement to anyone else, and any attempt by You to assign shall be void.
5. Information Available Through Reviewgnome.com
a) The Gratzi, through Reviewgnome.com, provides the User with information to improve the quality of goods and services delivered by the User to customers by sharing “negative” reviews with User.
b) If the User has provided The Gratzi with the names of the User’s employees and/or contractors who provide services to customers, customers have the option of recognizing a particular employee and/or contractor when writing a review. If the customer does elect to recognize a particular employee and/or contractor, Reviewgnome.com provides the User with the name of the employee or contractor associated with the “negative” review.
c) The Gratzi does not verify particularized information that appears in any review, whether “positive” or “negative”. The Gratzi does not make any guarantee whatsoever to Users about the accuracy, legitimacy, or legality of any information or how recently any information was collected or updated. As a User, You agree that there are no warranties or guarantees whatsoever regarding the information provided. Further, You agree to rely on the information available through The Gratzi at Your own risk.
6. Communications from The Gratzi
a) Once You create a Reviewgnome.com Account, You may, from time to time, receive marketing communications via email from The Gratzi about features of the Application. You may elect to opt-out of these communications at any time by following the instructions and link provided within the e-mail communication.
b) Once You create a Reviewgnome.com account, You may receive transactional and relationship communications via email from The Gratzi. You consent and agree to receive these transactional and relationship communications when You create a Reviewgnome.com Account.
7. Links to Other Websites
a) You may find links to other Internet sites or resources on Reviewgnome.com that offer content, goods, or services. You acknowledge and agree that The Gratzi has no responsibility or liability (directly or indirectly) for: the availability of such external sites or resources; any content, advertising, products, or other materials on or available from such sites or resources; any damage, loss, claim, or complaint (actual or alleged) caused by, arising from, or in connection with Your use of or reliance on any such content, goods, or services available on or through any such site or resource.
8. The Gratzi’s Intellectual Property
a) The Gratzi is the exclusive owner of trademark rights in the THE GRATZI mark, the REVIEWGNOME.COM mark, copyright in the software used through Reviewgnome.com, and except as otherwise noted herein, copyright in the Reviewgnome.com screen displays, and all other rights in the Reviewgnome.com website and technology under U.S. and international intellectual property laws.
b) Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.
c) Except as expressly authorized by The Gratzi, You agree not to use The Gratzi’s trademark or any mark confusingly similar to the THE GRATZI mark or the REVIEWGNOME.COM mark. You agree not to reproduce, distribute, display or create derivative works of any part of Reviewgnome.com or any information presented to You through Reviewgnome.com, in whole or in part. This prohibition includes unauthorized copying or distribution of any of the content displayed or used on Reviewgnome.com, framing content from Reviewgnome.com, or creating any unauthorized derivative work.
d) The Gratzi uses third-party trademarks on Reviewgnome.com to identify the owners of those marks. Use of any third-party trademark is meant only to identify the trademark owner and its goods and services, and is not intended to imply any association or sponsorship between the trademark owner and Reviewgnome.com.
9. Data Security
a) The Gratzi will take and implement reasonable technical and organizational measures to protect User data against accidental or unlawful destruction or accidental loss or alteration, or unauthorized disclosure or access, or other unauthorized processing. The Gratzi may update or modify the security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Application. You agree that You are solely responsible for your use of the Services, including securing Your account authentication credentials, and that The Gratzi has no obligation to protect User data that You elect to store or transfer outside of The Gratzi’s systems.
b) The Gratzi will take reasonable steps to ensure compliance with the security measures by its employees, contractors and sub processors to the extent applicable to their scope of performance.
c) If The Gratzi becomes aware of a data breach, The Gratzi will promptly notify You of the data breach, and take reasonable steps to minimize harm and secure User data. Notification(s) of any data breach(s) will be delivered to the email address provided by You upon account creation. You acknowledge that You are solely responsible for ensuring that the contact information set forth above is current and valid. You agree that “data breaches” do not include: (i) unsuccessful access attempts or similar events that do not compromise the security or privacy of User data, including pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems; or (ii) accidental loss or disclosure of User data caused by Your use of the Application or Your loss of account authentication credentials. The Gratzi’s obligation to report or respond to a data breach under this section will not be construed as an acknowledgement by The Gratzi of any fault or liability with respect to the data breach.
10. Intellectual Property Claims
a) If You believe that Your copyright has been infringed in any way by The Gratzi, promptly provide notice to The Gratzi of the following information:
i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
iv) Information reasonably sufficient to permit The Gratzi to contact you, such as an address, telephone number and e-mail address;
v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
vi) A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
b) The Designated Agent for Reviewgnome.com is:
Attorney Mick H. Sellergren
Rizzo & Diersen S.C.
3505 30th Avenue
Kenosha, WI 53144
c) The Gratzi makes no commitment, covenant, promise, warranty, representation, or guarantee that it will receive, review, investigate, or respond to Your claim within any particular time.
a) Any notices to be given to The Gratz under these Terms shall be made in writing to the following address:
Attorney Mick H. Sellergren
Rizzo & Diersen S.C.
3505 30th Avenue
Kenosha, WI 53144
b) You agree that The Gratzi can send You electronic notices to the e-mail address that You provided to The Gratzi in creating Your Account or by displaying the notice on Reviewgnome.com. You agree that all notices, agreements, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing.
a) You use com at Your sole risk (including but not limited to any damage to Your computer system, loss of data, damage resulting from reliance on information from Reviewgnome.com, or other damages that result from obtaining any content from the website including computer viruses) even if The Gratzi has been advised of or is aware of the risk of such damage. To the extent permitted by law, The Gratzi provides Reviewgnome.com, the services, the information and the content “as is,” “as available,” and “with all faults,” without warranty of any kind, and The Gratzi specifically disclaims all warranties and conditions, express or implied, including but not limited to the implied warranties and/or conditions of merchantability, fitness for a particular purpose, or non-infringement.
b) The Gratzi makes no warranty, representation, covenant, or guarantee whatsoever, express or implied:
i) as to the value, quality, timeliness, usefulness, reliability, security, suitability, truthfulness, or completeness of com, the services, the information, or the content;
ii) that com will operate uninterrupted or error-free;
iii) that Reviewgnome.com, the services, the information, or the content will meet Your needs or expectations;
iv) as to the quality or value of any of The Gratzi’s products, services, content, information, or other material You purchase or obtain via the website; or
v) that any errors on com will be corrected.
13. Limitation of The Gratzi’s Liability
a) To the extent permitted by law, The Gratzi shall have no liability, relating to Your use of (or connection to) Reviewgnome.com, for:
i) consequential, incidental, exemplary, special, or punitive damages even if advised of the possibility of such;
ii) loss of business, profits, business information, or business interruption, or any other pecuniary loss; or
iii) for direct damages, actually proven, exceeding $1,000.00 USD. This limitation shall be enforced even if it causes an exclusive remedy to fail of its essential purpose.
b) The Gratzi reserves the right, at any time, in its sole and exclusive discretion, to amend, modify, suspend, or terminate Reviewgnome.com, any services, information or content, or any part thereof, and/or Your use of or access to them, with or without notice. The Gratzi shall have no liability to You or any other person or entity for any modification, suspension, or termination, or any loss of related information.
a) You agree to defend, indemnify, and hold The Gratzi, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and related fees and expenses, resulting from, or alleged to result from, Your violation of these Terms or Your use of Reviewgnome.com.
b) The Gratzi reserves the right to assume exclusive control of its defense in any matter subject to Your indemnification, which shall not excuse Your obligation to indemnify The Gratzi. You shall not settle any dispute subject to Your indemnification under these Terms without written consent from The Gratzi.
15. Choice of Law, Personal Jurisdiction, and Venue
a) You agree, both on behalf of yourself as an individual as well as on behalf of the business entity of which you are a principle, to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in Kenosha County, Wisconsin, and waive any and all objection to such jurisdiction and venue.
b) You agree that the laws of the State of Wisconsin govern this contract and any claim or dispute that You may have against us, without regard to Wisconsin’s conflict of laws rules, to the extent that such law is not preempted by federal law.
c) The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.
16. Agreement to Arbitrate
These Terms require that disputes between You and The Gratzi (“the Parties”) be resolved by binding arbitration rather than by jury trials, bench trials, or class actions and limit Your remedies in the event of a dispute. Please read this carefully. It affects Your rights.
a) Disputes Subject to Arbitration. The Gratzi and You agree to arbitrate all disputes and claims between us, including, but not limited to:
- claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
- claims that arose before this or any prior agreement between us (including, but not limited to, claims relating to advertising or disclosures); and
- claims that may arise after the termination of this agreement.
Notwithstanding the foregoing, in the event that The Gratzi has initiated collections action against You for fees owed for services rendered, the Gratzi may bring such a claim in Kenosha County Circuit Court. Furthermore, it is not the intent of the Parties to modify in any way the required proceedings in the relevant court of jurisdiction necessary to confirm an award issued by an arbitrator.
Any dispute as to the arbitrability of claims or the scope or enforceability of this arbitration provision, or as to the interpretation of paragraph (e) below, is for the court to decide. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the agreement between the Parties.
(b) Any controversy or claim subject to arbitration as set forth in Subsection (a) shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
(c) Costs of Arbitration. The filing party shall pay all AAA filing, administration, and arbitrator fees as set forth by the AAA’s Administrative Fee Schedules for Commercial Arbitration.
(d) Arbitration Procedures. Claims shall be heard by a single arbitrator. The place of arbitration shall be Kenosha County, Wisconsin. The arbitration shall be governed by the laws of the State of Wisconsin. If the dispute is less than $10,000.00 there shall be no discovery other than the exchange of documents. If the dispute is over $10,000.00, discovery shall consist of no more than three depositions of two hours or less. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. Time is of the essence for any arbitration under this agreement and arbitration hearings shall take place within 90 days of filing and awards rendered within 120 days. Arbitrator(s) shall agree to these limits prior to accepting appointment. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The standard provisions of the Commercial Rules shall apply. Arbitrators will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys’ fees if a particular law permits them to do so. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
(e) Prohibition of Class or Representative Actions and Non-Individualized Relief. YOU AND THE GRATZI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both You and The Gratzi agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief is individualized to the claimant and would not affect other Reviewgnome.com users. Neither You nor we may seek non-individualized relief that would affect other Reviewgnome.com users. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(f) Violation of Intellectual Property Rights. To the extent You have in any manner violated or threatened to violate The Gratzi’s intellectual property rights, The Gratzi may seek injunctive or other appropriate relief in any state or federal court in the State of Wisconsin, USA and you consent to exclusive jurisdiction and venue in such courts.
(g) Future Changes to Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, You agree that if The Gratzi makes any future change to this arbitration provision (other than a change to the Notice Address, website links, or telephone numbers listed in this provision), any such changes will not affect disputes that arose before the effective date of the change.
17. Entire Agreement
a) These Terms and any policies posted on Reviewgnome.com constitute the entire contract between You and The Gratzi and supersede all previous written or oral contracts. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by us to enforce any term of the Terms shall not affect our right to require performance at any subsequent time, nor shall the waiver by us of any breach by you of any provisions of these terms be taken to be a waiver of the provision or provisions itself.
Last Updated: July 6, 2018