Terms and Conditions

THE FOLLOWING SETS FORTH THE TERMS FOR POWERREVIEWS SUBSCRIPTION AGREEMENT (“AGREEMENT”). IF YOU DISAGREE WITH ANY OF THE TERMS, POWERREVIEWS SHALL NOT PROVIDE YOU THE SUBSCRIPTION SERVICES SET FORTH HEREIN.

By accepting this Agreement, you indicate your acceptance of the Agreement and its terms. Also, by accepting this Agreement, you are representing that you are over 18 and have the authority to bind the party entering into this Agreement (you and that party collectively referred to as "You" or "Your").

1.

Definitions

1.1 "Category Page" is a page(s) on Your Site(s) where multiple products within a product category are displayed in summary format, often linked to a Product Page.
1.2 "Disallowed Use" is any use by You of PowerReviews Services and/or Technology that is outside of the scope, purposes, and intended use as expressly set forth in this Agreement. Disallowed Use includes but is not limited to (i) use that disrupts Services (or delivery thereof), (ii) use that is illegal, contains illegal subject matter, and/or is for illegal purposes; (iii) creation and/or use of any Product Review that is fake, indecent, obscene, pornographic, hate speech, and/or highly explosive subject matter (as determined by Advertising.com); (iv) use such that You are rejecting greater than 30% (thirty percent) of Product Reviews approved by Level One Service (defined in Section 2.2 below); and (v) and/or use in a manner not expressly contemplated by PowerReviews documentation.
1.3 "Page View" is a view by a User of any page that contains Product Review content, including but not limited to Product Review Display, Review Snippet, and content identified on "Write a Review Page", [ST1]or any portion of the foregoing, on Your Site.
1.4 "PowerReviews Dashboard" is the dashboard provided by PowerReviews to merchants, currently found at dashboard.powerreviews.com
1.5 "PowerReviews Site" is any website controlled by PowerReviews that contains Product Reviews, including Buzzillions.com.
1.6 "PowerReviews Technology" is PowerReviews' proprietary technology, software, tools, files, know-how, and processes.
1.7 "Product Page" is the page(s) on Your Site(s) where product details can be viewed and where Product Reviews are displayed.
1.8 "Product Review" is a review of a product submitted or provided through PowerReviews Technology including but not limited to product description, product title, sku, model number, UPC, image, category, customer information, name, email, display name, product information, product ratings, and click feedback.
1.9 "Review Snippet" is the overall star rating for a product displayed on a Product Page or Category Page that may also include links that allow Users to read reviews and to write reviews for that product.
1.10 "Product Review Display" is a display of all Product Reviews and/or their summary for a particular product on the Product Page by PowerReviews Technology.
1.11 "Review Content" is content provided by the User in connection with a Product Review.
1.12 "Services" is the Review and Moderation Services set forth in Section 2.
1.13 "Ticketing System" is PowerReviews' standard ticketing system accessible through Your merchant dashboard at the PowerReviews Site.
1.14 "Trademark" is each party's respective name and logo provided to the other party.
1.15 "Your Site(s)" is the site(s) You control and from which You sell products online.
1.16 "User" is one who wishes to post a Product Review on Your Site(s).


2.

Services & Policies.

2.1 Review Service. PowerReviews shall use commercially reasonable efforts to: (a) make available Product Reviews to be read on Product Page(s); (b) allow postings of Product Reviews by Users from Your Site(s); and (c) allow postings of Reviews Snippets next to individual product listings.
2.2 Moderation Service. PowerReviews shall use commercially reasonable efforts to: (a) screen submitted Product Reviews for standard errors, profanity, mistakes and relevancy, and/or to manually modify submitted Product Review before Product Review is posted on Your Site(s) (Level One Service); and (b) provide screens of submitted Product Reviews that allow You to approve or reject Product Reviews before they are pushed to Your Site(s) and to pull Product Reviews that have already been pushed from Your Site(s) (Level Two Service).
2.3 Policies. PowerReviews' policies, including its Terms of Use, Usage Guidelines, and Privacy Policy available at http://www.buzzillions.com/public/legal/terms_of_use_en_US.html, will govern the submission of all Product Reviews and any other information submitted by a User through the Your Site(s) as part of the Service, subject to Section 3.1 below. PowerReviews agrees to administer the Services in accordance with such policies. You shall inform Users of the application of such policies by placing a conspicuous notice within governing site terms and/or privacy policy of the Your Site(s). Further, PowerReviews shall include with the Product Reviews on Your Site a Buzzillions-branded notice and hypertext link regarding the application of such policies wherever the Services are accessible by Users.
2.4 Service Level Agreement. PowerReviews shall comply with the service level agreement set forth in

Exhibit A.

3.

Ownership; License Grants

3.1 Ownership. As between You and PowerReviews, and subject to the license grant in Section 3.3, PowerReviews shall own and retain all right, title and interest in the PowerReviews Technology and PowerReviews Site(s). As between You and PowerReviews, and subject to the license grant in Section 3.2, following User's submission of a Product Review, PowerReviews shall immediately assign to You, and You shall retain, all right, title and interest to the Product Reviews that it and/or User(s) provides to PowerReviews.
3.2 Your License. Subject to the terms and conditions herein, You hereby grant PowerReviews a perpetual, non-exclusive, royalty-free license to use, copy, publicly perform, publicly display, modify or create derivative work, and distribute the Product Reviews provided hereunder to PowerReviews: (a) for the purposes of providing the Services hereunder; and (b) for PowerReviews' business purposes, and (c) analyzing the data, and running reports there from.
3.3 PowerReviews License. For the term of the Agreement, and subject to the terms and conditions herein, PowerReviews hereby grants to You, and You hereby accept a non-transferable, non-exclusive, royalty-free license to access and use the PowerReviews Technology solely to receive the Services as set forth herein.


4.

Warranties

4.1 PowerReviews warrants to You that the Services will be performed by qualified personnel in a professionally competent manner.
4.2 You warrant that (a) for the purposes contemplated by this Agreement, You have all right, title and interest necessary to perform Your obligations hereunder, including the right to grant the licenses set forth in Section 3 above, without further restriction or obligation, and (b) You and Your Users shall not utilize the PowerReviews Technology or Services for any Disallowed Use.
4.3 Mutual warranty. Each party warrants that it (a) has no other agreements or commitments that conflict with its obligations to the other party under this Agreement, and (b) shall not breach its confidentiality obligations set forth in Section 7 ("Confidentiality").
4.4 The Services are provided to You AS IS. EXCEPT AS SET FORTH HEREIN, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ARE DISCLAIMED. POWERREVIEWS DISCLAIMS ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, AND/OR ERROR-FREE.


5.

Your Obligations.

5.1 Services.
Prior to PowerReviews' performance of Services, You shall perform the requirements set forth below:
(a) comply with integration requirements in accordance with PowerReviews' specifications and integration wizard, including PowerReviews On Demand Integration Guide v. 1.0 or higher, for Your Sites that apply;
(b) enable Your Product Reviews to appear on the PowerReviews Site within thirty (30) days of acceptance of this Agreement;
(c) enable Your Product Reviews to appear on Your Site with a standard link entitled "Powered by PowerReviews" that links to the PowerReviews Site;
(d) require that any Product Review or portion thereof written on Your behalf (e.g., by contractor, employee, or third party with or without compensation) shall be identified by the Staff Reviews Badge through the PowerReviews Dashboard; and
(e) pay the agreed-upon setup, monthly and optional service fees to PowerReviews as set forth in Section 5.2 below;
(f) provide PowerReviews with timely feedback on the product including filing support tickets through PowerReviews' Ticketing System for issues found, and reasonably assist PowerReviews in working through issue(s) until resolution;
(g) require that any Product Review or portion thereof written on Your behalf (e.g., by contractor, employee, or third party with or without compensation) shall be identified by the Staff Reviews Badge through the PowerReviews Dashboard; and
(h) provide PowerReviews during sign-up for the Services a credit card for payment of fees as set forth in Section 5.2 below.


6.

Marketing.

6.1 Trademark License.
Subject to the terms and conditions of this Agreement, each party grants to the other a limited, non-exclusive, non-transferable, non-sublicenseable, worldwide license to use and display Trademark grantor's Trademark in accordance with the Trademark grantor's standard trademark guidelines provided to Trademark grantee solely as follows:

1. You may at Your discretion display PowerReviews links on Product Pages and other pages where Review Service is made available on Your Site(s).
2. For the term of the Agreement, PowerReviews may reference You and display Your Trademark on any PowerReviews Site for its promotional or marketing purposes.
3. For the term of the Agreement, all Product Review Displays on Your Site shall include a standard link entitled "Powered by PowerReviews" that links to the PowerReviews Site.

6.2 Each party agrees that it will not: (a) acquire any rights with respect to the other party's Trademark and that all use of Trademark and all associated goodwill shall inure to the benefit of the grantor; (b) register or attempt to register the other party's Trademark or any confusingly similar mark anywhere in the world; and/or (c) use the Trademark in any manner that tarnishes the reputation of or otherwise unfavorable reflects upon the trademark grantor.
6.3 The licensing party shall indemnify, defend and hold harmless the other party from any claims, demands, suits, actions, damages, fines, costs and expense (including reasonable attorneys' fees) incurred by the indemnified party arising out of or relating to any actual or alleged infringement of the trademarks or service marks of a third party by the Trademarks licensed by such party under this Agreement.


7.

Confidentiality.

Each party shall keep any Confidential Information strictly confidential and shall not, without the other party's prior written consent, disclose the other party's Confidential Information except as set forth herein. "Confidential Information" shall mean any information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, customers, markets, software, PowerReviews Technology, computer programs, know-how, ideas, inventions (whether or not patentable), processes, designs, drawings, engineering, hardware configuration information, marketing or finance documents and other technical, business, financial, customer and product development plans, forecasts, strategies and information), which is confidential, proprietary, trade secret and/or designated as "

Confidential

," "

Proprietary

" or some similar designation, but excludes information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure by the disclosing party as shown by the Receiving Party's files and records prior to the time of disclosure; (d) is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by documents and other competent evidence in the Receiving Party's possession; or (f) is required by law to be disclosed by the Receiving Party, provided that the receiving party shall give the Disclosing Party written notice of such requirement prior to disclosing so that the Disclosing Party may seek a protective order or other appropriate relief.
Each party agrees that it will take reasonable precautions to protect the confidentiality of such information, such precautions at least as restrictive as it takes to protect its own Confidential Information. Additionally, the Receiving Party further agrees to disclose the Confidential Information only to its employees who need to have knowledge of the Confidential Information. The Receiving Party shall ensure that its employees who have access to Confidential Information of the other party have executed a written non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.
Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Except as otherwise provided in this Agreement, all documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party shall be promptly returned to the Disclosing Party upon the termination or expiration of this Agreement.


8.

Limitation of Liability; Indemnification.

8.1 Limitation of Liability. In no event shall either party be liable to the other for consequential, special, indirect, incidental, or punitive damages, including without limitation lost data or lost profits, arising out of the performance of this Agreement, regardless of whether such party has been advised of the possibility of such loss or damage. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL POWERREVIEWS' TOTAL, CUMULATIVE LIABILITY (INCLUDING INDEMNIFICATION COSTS, IF ANY, REQUIRED UNDER SECTIONS 6.3 AND 8.2) EXCEED US$500 (FIVE HUNDRED US DOLLARS).
8.2 Indemnification. Each party shall defend, indemnify and hold harmless the other party ("Indemnified Party") from and against any third party claims, judgments, demands for damages and costs (including without limitation reasonable attorneys' fees), which result from or arise out any breach of warranty set forth in Section 4 ("Warranties"). The obligations of this Section 8.2 are contingent on the Indemnified Party's (a) giving prompt written notice of any such claim to the indemnifying party; (b) providing reasonable cooperation in the defense and all related settlement negotiations to the indemnifying party; and (c) agreeing that to the indemnifying party shall have sole control over the litigation or settlement of such claim. You acknowledge that PowerReviews' indemnification obligations are subject to Section 8.1 above, and PowerReviews shall have no indemnification obligations in the event that: (i) PowerReviews Technology is modified or combined with other software or other systems if the third party action would have been avoided had such modification or combination not occurred; or (ii) You use the PowerReviews Technology and/or Services in a manner not expressly contemplated by PowerReviews documentation provided to You.


9.

Term and Termination

9.1 The term of this Agreement shall begin on the date on which You accept this Agreement and shall remain in effect on a calendar month-to-calendar month basis, unless terminated earlier as set forth in this Agreement. In no event shall the term of this Agreement be greater than one (1) year unless expressly agreed upon by both parties in writing.
9.2 PowerReviews may terminate this Agreement: (a) in the event Yonu materially breach a term or condition of the Agreement, and such material breach has not been cured within ten (10) days of written notice of such breach, or (b) upon thirty (30) days of written notice by PowerReviews.
9.3 You may terminate this Agreement for convenience by filing a termination ticket with PowerReviews' Ticketing System, such termination effective thirty (30) days from submission. In the event of termination, PowerReviews will charge and receive payment via Your credit card on file through Your notice termination period. PowerReviews shall provide You- with an XML file of the Product Reviews submitted on the Your Site(s) within ten (10) business days of Your filing a ticket for XML file return through PowerReviews' Ticketing System.
9.4 Survival. Following termination or expiration of this Agreement, Sections 1 ("Definitions"), 3.1 ("Ownership"); 3.2 ("Your License"); 4.4 ("Warranties"); 6.2 ("Marketing"); 7 ("Confidentiality"), 8 ("Limitation of Liability; Indemnification"), 9 ("Term and Termination"), and 10 ("General") shall survive.


10.

General

10.1 This Agreement must be construed as if both parties jointly wrote it, governed by California law except for its conflicts of law principles. This Agreement and its Exhibits represent the entire agreement between You and PowerReviews and supersedes all other representations, proposals, or agreements, whether written or oral. Any conflicting or additional terms contained in additional documents or oral discussion are void except as expressly set forth herein. Each provision of this Agreement is severable from all other provisions, and if one or more of the provisions of this Agreement shall be declared invalid the remaining provisions of this Agreement shall remain in full force and effect. You may grant approvals, permission and consents to PowerReviews by email, but any modifications by You to this Agreement must be made in a writing (not including email) executed by both parties (PowerReviews may refuse to execute such writings in PowerReviews' sole and exclusive discretion). Neither party may assign its rights and/or obligations under this Agreement except to a successor to the entire, or substantially entire, business without the prior written consent of the other, which shall not be unreasonably withheld or delayed. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. Neither party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any other contract, agreement or undertaking with any third party.
10.2 Notwithstanding anything to the contrary in this Agreement, PowerReviews shall not be prohibited at any time by You from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services.
10.3 Any controversy or claim arising from or relating to this Agreement shall be settled by final arbitration by the American Arbitration Association ("AAA") under AAA's Commercial Arbitration Rules, by a tribunal of three (3) arbitrators, one appointed by the claimant, the second by the respondent, and the two shall choose a third neutral arbitrator. The arbitration will be held in San Francisco, California. Judgment on the award may be entered and enforced by any court having jurisdiction over the parties and subject matter of the arbitration.
10.4 Neither party will be liable for failure to perform obligations under this Agreement if the failure results from an act of God, fire, explosion, accident, industrial dispute, or any other event beyond such party's reasonable control.
10.5 Any notice required to be given to PowerReviews must be sent to our corporate headquarters address set forth on our website via first class or airmail or overnight courier, and is deemed given upon receipt. Any notice required to be given to You may be sent by confirmed email to the email address you provide us as the Error Contact Email Address.




1. SYSTEMS SERVICE LEVEL AGREEMENT

PowerReviews strives to maintain 99.9 % availability of the Services ("Availability Target"), subject to the conditions outlined herein:

PowerReviews verifies availability of the Service by opening a separate connection to the Service every five minutes, with a 60-second failure threshold. A Service disruption is defined as two or more consecutive failed connections ("Disruption"), and will be registered as the number of minutes between the first and last failed tests.

Disruptions caused by denial of service attacks, mail flooding, or other attacks directed toward PowerReviews' network of servers are excluded from our Availability Target.


Maintenance
PowerReviews will perform scheduled maintenance ("Maintenance") on our servers on a regular basis. PowerReviews reserves two hours per month for Maintenance purposes. Disruptions due to Maintenance are excluded from our Availability Target. Maintenance will generally be performed between the hours of 1am-3am Eastern Standard Time. PowerReviews will provide clients advance notice of Maintenance whenever possible.

Under certain conditions, PowerReviews may need to perform urgent or emergency preventative maintenance ("Emergency Maintenance"), such as installing security patches. PowerReviews may not be able to provide clients advance notice in cases of Emergency Maintenance. Disruptions due to Emergency Maintenance are excluded from our Availability Target.


2. MODERATION SERVICE LEVEL AGREEMENT

PowerReviews strives to maintain a 72-hour (i.e., 3 business day) moderation window ("Moderation Window") from the time that a review was submitted by a customer. The following exceptions to this policy are as follows:

- Unusually large review rates from email or promotional campaigns are not covered under SLA, unless at least 14 days advanced notice was given for start/end date, expected volume and a sample of the campaign.
- Escalated reviews are exempt from this SLA.