Terms of Service
Welcome to Real Recommendations. A service designed to help you capture, distribute and track real customer recommendations. We will deliver the Service to you provided you agree to the following terms and conditions. You may not use the Service if you do not agree.
The following words and expressions shall have the meanings described below:
About these Terms
These Terms serve as a contract between Real Recommendations and you, describe the rights and obligations of the parties and govern your access to and use of the Service. You agree to transact with Real Recommendations electronically and to receive all terms and notices from us by electronic means. You agree that these Terms may not be denied enforceability for reason of them being in electronic form. Real Recommendations shall be Publisher’s exclusive provider of the services described in this Agreement and Service Documentation.
Using the Service
Real Recommendations grants you a non-exclusive, non-assignable, non-transferable, worldwide license to use the Service. This license is only granted to you and may not be sublicensed or transferred to any other party. You agree not to misuse the Service in any way and will not do any of the following while accessing or using the Service:
You agree not to:
You agree to take all reasonable steps to prevent unauthorised access to or use of the Service. In the event that you become aware of any unauthorised access or use you shall forthwith notify Real Recommendations thereof and if requested take such steps as shall be necessary to prevent such further unauthorised access or use.
You are responsible for Publisher Content and confirm that you have all rights and authority to grant to Real Recommendations all relevant licenses and rights contained in these Terms in respect of any Publisher Content you make available for recommendation via the Service.
You agree that no Publisher Content will be made available for recommendation via the Service that:
You may modify the Plugin Code only as described in the Service Documentation or as otherwise authorised in writing by Real Recommendations. The Service and Real Recommendations Tools are available only to individuals who are legally capable of entering into contracts, persons thirteen (13) years of age or older and corporations and other legal entities authorized to form legally binding contracts under applicable law. If you are not eligible, you may not access or use the Service or Real Recommendations Tools.
Real Recommendations’ Obligations
Real Recommendations does not warrant or guarantee that the Service will be error free or uninterrupted nor that it will be suitable for your purposes or that any defects will be corrected and is not responsible for any loss, damage, delays or delivery failures regarding the transfer of data via the internet or other communications networks. Real Recommendations will use commercially reasonable efforts to deliver the Service 24 hours a day, seven days a week except for any periods of scheduled or emergency maintenance and any unavailability due to circumstances beyond our reasonable control. Real Recommendations reserves the right to modify or discontinue the service with or without notice to you and will not be liable to you or any third party should Real Recommendations choose to exercise this right. Your continued use of the Service following any such changes represents your acceptance of those changes.
The Publisher’s Obligations
When you sign up to the Service you create an Account on the Service and create a password for login purposes for that Account. This password may only be used by and for you. You are responsible for all use of the Service occurring under your Account.
You agree that you will not provide any false or misleading information when creating your Account and that you will keep your Account information up to date.
You will abide by all applicable local, state, national and foreign laws, treaties and regulation in connection with your use of the Service.
You will not use your account on the Service in a misleading or unlawful manner.
In order to continue to use the Service beyond the Free Trial Period, Publisher must pay the relevant fees as described on our website, rere.live, when you signed up to use the Service. CPC fees shall be billed at the end of each month of Service usage. All are non-cancellable and non-refundable and are exclusive of any applicable VAT or any other tax payable by you and which shall be added, if applicable, to the fees invoice at the appropriate rate. You shall not withhold any payment due under these Terms on the basis that you have a claim, counter-claim or right of offset against Real Recommendations. You may send any billing queries to Real Recommendations via email at email@example.com.
This Agreement shall come into force on the Commencement Date and shall continue in full force and effect, subject to termination in accordance with the provisions of this Agreement. Unless the parties agree otherwise in writing, upon the expiration of the Term this Agreement shall automatically renew for an additional period of 12 months, and every 12 months thereafter, upon the same terms and conditions contained herein.
Upon expiry of the Term either party may terminate the Agreement by providing six months notice in writing. You may terminate this Agreement via your Account. You acknowledge that Real Recommendations, in its sole discretion, may terminate your use of the Service without prior notice for any reason at any time and agree that Real Recommendations shall not be liable to you or any third party for such termination.
If Publisher fails to pay any sum owed to Real Recommendations under this Agreement by the due date for payment and such sum remains in default not less than 30 calendar days after being notified in writing to make such payment then Real Recommendations may terminate this Agreement immediately, without liability to Publisher.
This Agreement may be terminated at any time by either party on written notice if the other:
Termination by either party in accordance with the rights contained in this clause shall be without prejudice to any other rights or remedies of that party accrued prior to termination.
On termination of this Agreement for any reason:
Plugin Code allows you to tag Publisher Content, thereby enabling User recommendations of Publisher Content to be tracked by Real Recommendations. Real Recommendations Technology is designed to optimise Publisher ability to capture, distribute and track real customer recommendations and to deliver insight into the highly valuable inbound traffic that such peer-to-peer recommendations drive to Publisher Site.
The Service is provided on an ‘as is’ and ‘as available’ basis without any warranty of any kind. To the maximum extent permitted by law, Real Recommendations, its officers, directors, agents and employees expressly disclaim all representations and warranties, whether express or implied, oral or written, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, title, quiet enjoyment, un-interruption, and/or systems integration. rere, its officers, directors, agents and employees make no warranty about the accuracy, reliability, completeness, quality or timeliness of the Service or that problems with the foregoing will be corrected or that the Service is free of viruses and other harmful components or that they will be uninterrupted or error free.
Except with respect to claims arising from negligence or wilful acts by either party, which shall remain that party’s personal obligation, each party agrees to defend, indemnify and hold harmless the other party and its directors, officers, and employees with respect to a claim arising from the party’s actual or alleged act, failure to act, error, or omission in the performance of their obligations under these Terms or any governing law or regulation.
Nothing in these Terms excludes or limits the liability of either party for matters that cannot be excluded or limited under applicable law.
In no event shall Real Recommendations shall be liable for any loss of profits, contracts, business, commercial opportunity, revenue, data, goodwill or similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising including whether in contract and tort, including negligence or breach of statutory duty.
Real Recommendations’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the amount paid by the Publisher to Real Recommendations under these Terms in the 12 months prior to the date on which the claim arose.
Real Recommendations is not responsible and assumes no liability for Publisher conduct or Publisher Content on the Service.
Each party shall, in respect of the Confidential Information of which it is the recipient:
Each party may disclose Confidential Information received from the other to its responsible employees, consultants, sub-contractors or suppliers who need to receive the information in the course of performance of these Terms and who have entered into an agreement containing appropriate confidentiality provisions.
The restrictions in this confidentiality clause do not apply to any information to the extent that it:
Upon termination or expiration of these Terms each party shall return or destroy all Confidential Information obtained from the other party and all copies thereof.
This confidentiality clause shall survive termination of these Terms, however arising.
Intellectual Property Rights
Title to and all of the Intellectual Property Rights in the Service, Service Documentation and Real Recommendations Technology shall at all times remain vested in Real Recommendations or Real Recommendations’ third party licensors and you shall acquire no proprietary rights whatsoever therein.
You agree that Real Recommendations may use Publisher name and logo on Real Recommendations’ websites and as a part of a general list of Real Recommendations’ Publishers for use in promotional and marketing material, subject to any Publisher trademark usage guidelines and so long as any use of such name, logo and accompanying description of Publisher’s use of the Service is first provided to and approved by Publisher, such approval not to be unreasonably withheld or delayed.
Your comments, suggestions, ideas and feedback are always welcome. If Real Recommendations receives any such information from you, you agree that Real Recommendations may use the information without compensation or limitations of any kind.
If any part of this Agreement is declared unenforceable or invalid the remainder shall not be prejudiced and will continue to be valid and enforceable.
The failure or neglect by either party to enforce any of rights under these Terms will not be deemed to be a waiver of that party's rights under these Terms.
Real Recommendations may amend these Terms at any time. Real Recommendations will give you notice if any significant changes are to be made to these Terms. You agree that your continued use of the Service for more than 30 days after any such changes entails your acceptance to those changes.
No Partnership, Joint Venture or Agency
Nothing in these Terms is intended to or shall act so as to create a partnership or joint venture between the parties. Nothing in these Terms is intended to or shall act so as to authorise either party to act as agent for the other.
Third Party Rights
Nothing in these Terms confers or is intended to confer any rights on any third party, other than the successors and permitted assigns of the parties to these Terms, pursuant to the Contracts (Rights of Third Parties) Act 1999.
You are not entitled to assign or transfer these Terms or any of its rights or obligations under these Terms without the prior written consent of Real Recommendations. Real Recommendations shall have the right to assign these Terms to an affiliate or any successor to its business or assets to which these Terms relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise.
Neither party shall be considered in breach of these Terms to the extent that performance of their respective obligations, excluding payment obligations, is prevented by an event or cause beyond their control, including but not limited to: Equipment failure, act of God, fire, flood, war, hostilities (whether war be declared or not), terrorism, riot or civil commotion. The party prevented from carrying out its obligations hereunder shall give notice to the other of any such event upon it being foreseen by, or becoming known to, that party.
All notices required to be given under these Terms shall be in writing and shall be given by either: (i) personal delivery; (ii) ‘signed for’ first class mail or courier service; or (iii) email. A notice given in accordance with these Terms will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing. You can send notices to Real Recommendations via email at firstname.lastname@example.org.
Entire Terms of Service
These Terms constitute the entire Agreement and understanding between you and Real Recommendations in relation to its subject matter and it supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
Governing Law and Jurisdiction
These Terms, and any disputes directly or indirectly arising from or related to these Terms, shall be governed by and construed in accordance with the laws of England and Wales.
Date: September 2017