These Terms govern your access to and use of our products and services, including those offered through our websites and mobile applications (collectively, the “Service”). By accessing or using the Service, you are agreeing to these Terms and concluding a legally binding contract with: (i) Reasoned Analysis, LLC d/b/a Assessments With a View, a Florida limited liability company with its headquarters in Miami Beach, Florida (“AWAV”). AWAV is intended for business use and you represent that you are at least 18 years old and have read and understood these Terms and have the requisite power and authority to enter into these Terms.
In addition, if you represent a vendor of assessment solutions or if you use your User Account to create or maintain listings, articles, events, or other promotional content it will be classified as a Vendor Account and the Additional Terms for Vendor Accounts (detailed below) will apply.
Finally, various other policies are referenced herein and may apply or otherwise be relevant to your use of the Service.
DO NOT ACCESS OR USE THE SERVICE IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THESE TERMS AND THE OTHER TERMS AND POLICIES THAT ARE RELEVANT TO YOUR USE OF THE SERVICE.
A. Parties. “You” and “your” refer to you individually and, if applicable, any entity on whose behalf you are acting as a user of the Service. A “user” is someone who accesses or in any way uses the Service. “We,” “us,” and “our” refer to AWAV and its subsidiaries.
B. 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 Service, such as ratings, reviews, photos, videos, compliments, invitations, check-ins, votes, friending and following activity, direct messages, and information that you contribute to your user profile or suggest for a business page. “User Content” means Content that users submit or transmit to, through, or in connection with the Service. “AWAV Content” means Content that we create and make available in connection with the Service. “Third-Party Content” means Content that originates from parties other than AWAV or its users, which is made available in connection with the Service. “Service Content” means all the Content that is made available in connection with the Service, including Your Content, User Content, AWAV Content, and Third-Party Content.
C. Sites. “Site” means AWAV’s website at awav.com and related domains and mobile applications, including those directed to users outside the United States of America.
D. Accounts. “User Account” means the account you create to access or use the Service. A “Vendor Account” is a classification of your User Account when you represent a vendor of assessment solutions or if you use your User Account to create or maintain listings, articles, events, or other promotional content.
We may modify these Terms from time to time. The most current version of these Terms are located here https://awav.com/terms. You understand and agree that your access to or use of the Service is governed by these Terms effective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by email, posting notice on the Service, or other method prior to the effective date of the changes. We will also indicate at the top of this page the date that these Terms were last updated with such changes. You should revisit these Terms on a regular basis as revised versions will be binding on you. YOU UNDERSTAND AND AGREE THAT YOUR CONTINUED ACCESS TO OR USE OF THE SERVICE AFTER THE EFFECTIVE DATE OF CHANGES TO THESE TERMS REPRESENTS YOUR ACCEPTANCE OF SUCH CHANGES.
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with AWAV, and any inconsistencies among the different versions will be resolved in favor of the English version available here.
A. Eligibility. To access or use the Service for your individual personal use, you must agree to enter into these Terms personally. To access or use the Service on behalf of an entity, you must have the requisite power and authority to enter into these Terms on behalf of the entity. You may not access or use the Service if you are a competitor of AWAV or if we have previously banned you from the Service or closed your User Account.
B. Permission to Use the Service. We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.
C. Service Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
D. User Accounts. You must create a User Account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your User Account password. You are also responsible for all activities that occur in connection with your User Account. You agree to notify us immediately of any unauthorized use of your User Account. We reserve the right to close your User Account at any time for any or no reason subject to our compliance with applicable law. Your User Account is for your personal or internal business use only, and you may not create or use a User Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating a User Account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own, create multiple User Accounts, or transfer your User Account to another person without AWAV’s prior approval.
E. Communications from AWAV and Others. By accessing or using the Service, you consent to receive communications from other users and AWAV through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote AWAV or businesses listed on AWAV, and may be initiated by AWAV, businesses listed on AWAV, or other users. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. Please note that any communications, including phone calls, with AWAV may be monitored and recorded for quality purposes.
You can opt-out of and opt-in to certain communications by using any link within the communication or by emailing your request to firstname.lastname@example.org.
A. Responsibility for Your Content. You alone are responsible for Your Content, and once posted to AWAV, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by AWAV.
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; violates or advocates the violation of any law or regulation; or violates these Terms.
B. Our Right to Use Your Content. We may use Your Content in a number of different ways, including by 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. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against AWAV and its users any claims and assertions of moral rights or attribution with respect to Your Content.
C. Ownership. As between you and AWAV, you own Your Content. We own the AWAV Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, and arrangement of User Content and other Service Content), computer code, products, software, aggregate user review ratings, and all other elements and components of the Service excluding Your Content, User Content and Third-Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the AWAV Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the AWAV 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 Service and the AWAV Content are retained by us.
D. Advertising. AWAV and its licensees may publicly display advertisements, paid content, and other information nearby or in association 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.
A. Generally. You can access features through the Service that allow you to book or transact online with vendors that are listed through the Service. These features may be provided by the vendors or third-party service providers, including through iframes or similar formats, and their use may be governed by different or additional terms presented to you as part of the booking or transaction process. Please note that such vendors or third-party service providers, and not AWAV, are solely responsible for fulfilling such bookings and transactions.
B. Payments and Cancellations. You may be required to provide your credit card information to confirm a booking, and will be charged any applicable fees, including cancellation or no-show fees in accordance with the vendor’s cancellation policy provided at the time of booking. You agree that AWAV may facilitate any such payments and charges on behalf of the vendor.
C. Coupons. Any coupons that AWAV might issue for use in connection with the Service are non-transferable (unless required by law), not redeemable for cash or any other consideration, and automatically expire thirty (30) days after the issue date unless otherwise specified. If your User Account is terminated you will not be able to use any unexpired and unused coupons, and any such coupons will automatically terminate and cannot be redeemed unless required by law.
In providing you with the Service, AWAV relies, among other things, on the following express representations and covenants by you:
B. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America; and
C. You will not, and will not assist, encourage, or enable others to use the Service to:
i. Violate our Terms, including the AWAV Content Guidelines and AWAV Event Terms and Conditions;
ii. Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review;
iii. 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;
iv. Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
v. Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Vendor Account in accordance with the Vendor Terms;
vi. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results, review Recommendation Software (as defined in the Vendor Terms below), or any third-party website;
vii. Solicit personal information from minors, or submit or transmit pornography;
viii. Violate any applicable law;
ix. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than Your Content), except as expressly authorized by AWAV;
x. Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service or any Service Content;
xi. Reverse engineer any portion of the Service;
xii. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
xiii. Record, process, or mine information about users;
xiv. Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of businesses or business reviews;
xv. Reformat or frame any portion of the Service;
xvi. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on AWAV’s technology infrastructure or otherwise make excessive traffic demands of the Service;
xvii. Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
xviii. Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
xix. Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
xx. Use the Service 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 Service or Service Content; or
xxi. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.
A. Copyright and Trademark Disputes. You agree to follow the AWAV Infringement Policies (detailed below) in notifying us about copyright and trademark disputes concerning User Content. You agree we may forward any notification sent pursuant to our Infringement Policy to the user who submitted the User Content at issue.
B. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines, if any, that we may post or to which we may link on the Service (the “Additional Terms”). All such Additional Terms are incorporated into and made part of these Terms by this reference. If you have a Vendor Account, the Vendor Terms provided below apply to you.
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any third party confidential or proprietary information, (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, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against AWAV and its users any claims and assertions of any moral rights contained in such Feedback.
The Service may host Third-Party Content or include links to other websites or applications (each, a “Third-Party Service”). We do not control or endorse any Third-Party Content or Third-Party Service. You agree that we are not responsible for the availability, accuracy, or content of any such Third-Party Content or Third-Party Service. Your use of and reliance on any Third-Party Content or Third-Party Service is at your own risk.
Some of the services made available through the Service and Third-Party Services may be subject to additional third-party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies. You are responsible to familiarize yourself with any such applicable third-party terms.
You agree to indemnify and hold harmless AWAV, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, managers, directors, employees, agents, contractors and representatives of each of them (collectively, the “AWAV Entities”) from and against any and all liabilities, including all damages, fines, penalties, costs and expenses (including but not limited to attorneys’ fees and court costs) incurred by the AWAV Entities as a result of a claim, action, proceeding, or investigation by a third party, including governmental entities and agents (collectively, “Third-Party Claims”), arising out of or relating to: (i) your access to or use of the Service, including Your Content, (ii) your violation of these Terms, (iii) any products or services purchased or obtained by you in connection with the Service, (iv) your products or services, or the marketing or provision thereof to end users, or (v) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. AWAV reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of AWAV. AWAV will use reasonable efforts to notify you of any Third-Party Claim upon becoming aware of it.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE AWAV ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS THAT YOU MAY HAVE THAT MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
A. THE SERVICE AND THE SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. THE AWAV ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD-PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE AWAV ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE SERVICE CONTENT. ACCORDINGLY, THE AWAV ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR USE OF THE SERVICE, INCLUDING, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS, ARTICLES, EVENTS, (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.
B. THE AWAV ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE, OR THE SERVICE’S USERS. ACCORDINGLY, THE AWAV ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
C. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO AND USE OF THE SERVICE.
D. THE AWAV ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE AWAV ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
E. THE AWAV ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER REVIEW OR ALERT REGARDING YOUR BUSINESS POSTED ON THE SERVICE.
A. The federal laws of the United States, if applicable, and the state laws of the State of Florida law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and AWAV (a “Claim”), without regard to conflict of laws provisions. EXCEPT AS PROVIDED BELOW, FOR ANY CLAIM BROUGHT BY EITHER PARTY, 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 MIAMI-DADE COUNTY, FLORIDA, USA provided, however, that we may bring and litigate Claim in another court in which we are litigating a Third-Party Claim for which you are or we allege that you are providing indemnification.
B. You agree that any subpoena, third-party discovery request, or other third-party process directed to AWAV must issue from, or be domesticated by, the state or federal courts located within Miami-Dade County, Florida and you agree to submit to the personal jurisdiction of each of these courts for any related proceedings.
C. Attorneys’ fees and costs may be awarded against any party that pursues any Claim in a manner contrary to the forgoing if that party does not promptly withdraw the Claim the foregoing obligations are brought to its attention.
A. You may close your Account as provided in the Service.
B. We may close your Account, suspend your ability to use certain portions of the Service, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, Your Content, Service Content, or any other related information.
C. To the extent that these Terms concern matters that are or might remain relevant following the closing of your Account, these Terms will remain in effect with regard to your use of the Service through your Account.
A. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
B. Except as otherwise stated in Section 11 and 12 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
C. The Terms contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
D. Any failure on AWAV’s part to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by AWAV.
E. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
F. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with AWAV’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
G. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and AWAV as a result of these Terms or your use of the Service.
H. The section titles in these Terms are for convenience only and have no legal or contractual effect.
AWAV allows users to contribute different kinds of content, including listings, articles, reviews, documents, photos, videos, events, votes, tips, and more. These guidelines set forth our policies regarding such your posting of such content. Please also read the guidelines below for specific types of content that you might contribute to the site.
The best reviews are passionate and personal. They offer a rich narrative, a wealth of detail, and a helpful tip or two for other consumers. Here are some additional thoughts for conscientious reviewers.
Any documents, diagrams, photos, and videos should be relevant to the listing, review, article or thread of the discussion.
We know that being able to ask and answer questions from the community about a business is extremely valuable. When using this service, please use it responsibly. Here are some guidelines when interacting with other users via questions and answers.
Use your account profile to let people know who you are and what makes your point of view valuable. Users want to read reviews from people they know and trust (not those with profiles that are empty or laced with inappropriate content).
Please post event listings for events that are going to happen in the next 12 months and are open to everyone or open to members of a professional association. Please do not list events for your recurring promotional announcements, webinars, or non-public events.
The following terms (“Vendor Terms”), in addition to the Terms of Service above (the “User Terms of Service”), govern your access to and use of the Service if you represent a vendor of assessment solutions or if you use your User Account to create or maintain listings, articles, events, or other promotional content. In the event of any conflict between these Vendor Terms and the User Terms of Service, these Vendor Terms apply. If you purchase products or services from AWAV on behalf of your business (e.g., advertising, consulting, business tools, etc.), the terms of that purchase will apply in the event of any conflict with these Vendor Terms. Capitalized words used but not defined in these Vendor Terms have the meanings described in the User Terms of Service.
BY CREATING, ACCESSING, OR USING YOUR VENDOR ACCOUNT, YOU ARE AGREEING TO THESE VENDOR TERMS AND CONCLUDING A LEGALLY BINDING CONTRACT WITH AWAV. YOU ARE NOT AUTHORIZED TO CREATE, ACCESS, OR USE A VENDOR ACCOUNT IF YOU DO NOT AGREE TO THESE VENDOR TERMS.
Please read these Vendor Terms carefully as they require the use of arbitration on an individual basis to resolve disputes, rather than trials or class actions, and also limit the remedies available to you in the event of a dispute.
In the event of any termination of these Vendor Terms, whether by you or us, these Vendor Terms in their entirety will continue in full force and effect.
A. You represent and warrant that:
i. you have the authority to act on behalf of the business or businesses associated with your Vendor Account and bind any such business to the Vendor Terms (such business or businesses, your “Business”);
ii. your access to or use of the Service will only be in your capacity as an authorized representative of your Business;
iii. your business complies with applicable laws and does not offer or advertise illegal products and/or services for lease or sale;
v. you agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your Business, and that our calls with you may be monitored and recorded for quality purposes; and
vi. you understand and acknowledge that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for posting reviews) about your Business, are illegal under various laws, including under the United States federal Consumer Review Fairness Act (15 U.S. Code § 45b), and you agree that you will not include such clauses in your consumer contracts, or otherwise attempt to enforce non-disparagement or ‘gag’ clauses against consumers under any circumstances.
B. You also represent and warrant that you will not, and will not authorize or induce any other party, to:
i. offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews of your Business, or to prevent or remove reviews, and you understand and acknowledge that AWAV, through consumer alerts, may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews;
ii. solicit or ask for reviews from your customers;
iii. write reviews or vote on Content (e.g., voting user reviews as useful, funny, or cool) for your business or your business’s competitors;
iv. pay or induce any third party to post, refrain from posting, or remove reviews, or otherwise attempt to circumvent AWAV’s Recommendation Software (defined below) and fraud detection systems;
v. attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;
vi. use any automated means or form of scraping or data extraction to access, query or otherwise collect AWAV data, content and/or reviews from the Site, except as expressly permitted by AWAV;
vii. use any AWAV trademarks in any manner without AWAV’s prior written consent; or
viii. misrepresent your identity or affiliation to anyone in connection with AWAV.
C. You understand and acknowledge that AWAV allows users to post Content about your products and services, including documents, photos, videos, ratings, and reviews. You understand and acknowledge that AWAV may employ automated software in an effort to showcase the most reliable and useful reviews while displaying other reviews less prominently (“Recommendation Software”). You understand and acknowledge that while AWAV uses its Recommendation Software to identify potentially less helpful reviews, the Recommendation Software may sometimes suppress legitimate reviews or fail to detect illegitimate reviews. You understand and acknowledge that any purchase of advertising or other paid features from AWAV will not influence the Recommendation Software or otherwise allow or enable You, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on AWAV.
The following Sections 2 and 3 apply if you are a resident of the United States or Canada:
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE AWAV ENTITIES TO YOU. FOR CLARITY, THE BELOW APPLIES IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY DETAILED IN SECTION 12 OF THE USER TERMS OF SERVICE.
The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like AWAV, for their role in publishing third-party Content, including consumer reviews. Additionally, laws that prohibit strategic lawsuits against public participation (anti-SLAPP laws) may require you to pay AWAV's attorneys' fees if you attempt to impose such liability on AWAV through legal proceedings.
Any controversy or claim arising out of or relating to: (a) these Terms or the User Terms of Service in connection with your Vendor Account, or the breach thereof; or (b) your access to or use of your Vendor Account (each such controversy or claim, a “Claim”), 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 may be entered in any court having jurisdiction thereof. The arbitrator will issue a reasoned award in writing, including all findings of fact and law upon which the award was made. The arbitrator will not have the power to commit errors of law, and the award may be vacated or corrected through judicial review by a court of competent jurisdiction under the Revised Florida Arbitration Act for any such error.
Claims shall be heard by a single arbitrator. Arbitrations will be held in Miami, Florida, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of Florida. The prevailing party shall be entitled to an award of reasonable attorneys’ fees.
NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, 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 MIAMI-DADE COUNTY, FLORIDA.
YOU AND AWAV AGREE THAT EACH OF US 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 YOU AND AWAV 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 SECTION, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
These terms and conditions (the "Event Terms") govern attendance and participation in events listed in the Service.
The term "AWAV Event" means an event, gathering, promotion, contest, meet-up or the like that is organized or hosted by AWAV. "Non-AWAV Event" means an event, gathering, promotion, contest, meet-up or the like that is organized by someone other than AWAV but that may appear or be listed on the Service.
IN ORDER TO ATTEND OR PARTICIPATE IN AN AWAV EVENT, YOU MUST FIRST AGREE TO THESE EVENT TERMS. IF, AFTER READING THESE EVENT TERMS, YOU FIND THAT YOU CANNOT OR WILL NOT AGREE TO ANY TERMS OR CONDITIONS WITHIN IT, DO NOT RSVP TO OR ATTEND ANY AWAV EVENT. IF YOU RSVP TO ANY AWAV OR NON-AWAV EVENT THROUGH THE AWAV SITE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE EVENT TERMS.
If you are an AWAV employee or agent, any inconsistencies between these Event Terms and other agreements you may have entered into with AWAV will be resolved in favor of your employment agreements or contracts.
While we may translate these Event Terms into other languages for your convenience, any inconsistencies among the different versions will be resolved in favor of the English version. Similarly, any inconsistencies between these Event Terms and the User Terms of Service will be resolved in favor of the Event Terms.
AWAV, its sponsors and vendors sometimes take photos and videos at AWAV Events, and later use them for promotional purposes. By participating or attending any AWAV Event, you agree that you may appear in these photos and videos, and you authorize their use in this fashion. Conversely, if you take any photos or videos of attendees at a AWAV Event and provide them to us, you authorize us to use them in the same fashion, and represent that the attendees that appear in your photos and videos have also consented to such use.
AWAV does not control Non-AWAV Events or the people that organize them. It is possible that organizers or attendees of Non-AWAV Events will take photos or shoot videos in which you appear and then post them online (including, possibly, on the AWAV Site). By RSVP'ing to a Non-AWAV Event through the AWAV site, you authorize AWAV's use of such media for promotional purposes.
(a) Assumption of Risk. There are inherent risks associated in any event and the activities involved in the event, including AWAV Events and Non-AWAV Events.
You agree to carefully consider the inherent risks in any activities that you choose to take part in and to take reasonable precautions before you choose to attend or participate in an AWAV Event. For example, you should ensure that you are in good physical health before engaging in any physical activity at an AWAV Event and you should always drink responsibly—and be aware that other AWAV Event attendees and participants may be less responsible than you and may themselves create additional risk to you.
YOU UNDERSTAND THAT YOUR ATTENDANCE AND PARTICIPATION AT AWAV EVENTS IS VOLUNTARY, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY RESULTING INJURIES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
YOU AGREE THAT AWAV IS NOT RESPONSIBLE FOR ANY NON-AWAV EVENTS OR FOR ANY INJURIES OR LOSSES THAT YOU MIGHT SUSTAIN ATTENDING OR PARTICIPATING IN NON-AWAV EVENTS.
(b) Release of Liability. YOU (FOR YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES, OR ASSIGNS, AND ANYONE ELSE WHO MIGHT MAKE A CLAIM ON YOUR BEHALF) HEREBY RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE AWAV AND ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, PARTNERS, SHAREHOLDERS, MEMBERS, AGENTS, EMPLOYEES, VENDORS, SPONSORS, AND VOLUNTEERS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES OR EXPENSES (INCLUDING COURT COSTS AND REASONABLE ATTORNEYS FEES) THAT MAY ARISE OUT OF, RESULT FROM, OR RELATE IN ANY WAY TO YOUR ATTENDANCE AT ANY AWAV OR NON-AWAV EVENT, EXCEPT FOR, AND LIMITED ONLY TO THE EXTENT CAUSED BY, ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY AWAV.
(c) Indemnity. You agree to indemnify and hold AWAV, its parents, subsidiaries, affiliates, officers, managers, directors, employees, agents and representatives harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to, related to, or connected with your attendance at or participation in any AWAV or Non-AWAV Event.
AWAV may prohibit your attendance at any AWAV Event at any time if you fail to abide by these Event Terms, the User Terms of Service, or for any or no reason, without notice or liability of any kind. In the event of any termination, whether by you or us, these Event Terms will continue in full force and effect.
Florida law will govern these Event Terms, as well as any claim, cause of action or dispute that might arise between you and AWAV (a "Claim"), without regard to conflict of laws provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, 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 MIAMI-DADE COUNTY, FLORIDA.
You agree that you will not misrepresent yourself as an employee, representative, or agent of AWAV. We reserve the right to cancel any AWAV Event at any time, for any reason, and without liability or prejudice. Any failure on AWAV's part to exercise or enforce any right or provision of the Event Terms does not constitute a waiver of such right or provision. If any provision of the Event Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Event Terms shall otherwise remain in full force and effect and enforceable.
We take the infringement of intellectual property rights of ours or others seriously. If you believe that your copyright or trademark is being infringed on the Site, please send us a written notice with the following information:
At the same time, we do not want to participate in the abuse of this policy by persons who seek to improperly expand the scope of their own intellectual property rights. If you believe that your content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice with the following information:
While AWAV will endeavor to investigate and make a fair determination with regard to any claim of infringement or dispute of such claim, AWAV shall make such determination in its sole discretion and shall have no liability to you with regard to thereto, including with regard to the removal of any allegedly infringing content.
You can send us your copyright or trademark notices by mail or delivery service to Reasoned Analysis, Inc., 2395 Meridian Avenue, Miami Beach, FL 33140 or via email to email@example.com.
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