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NOTYCED General Terms of Service and Use

 

Updated November 28, 2016

  1. Overview and Important Definitions

This Terms of Use ("TOU" or the "Agreement") is a legally binding contract between Notyced, Inc. ("Notyced") and you, as a user of or subscriber to Notyced sites or services. The Notyced Privacy Policy and Notyced Community Etiquette are incorporated into this Agreement by reference.

Notyced offers businesses and individuals access to a rich collection of resources related to search engine optimization, online marketing, and online local business listing management, including, without limitation, search engine optimization tools, link analysis tools, downloadable toolbars, application program interfaces ("APIs"), website profile services, search analytics, blogs, user-generated content, personalized content, industry surveys, and opinion polls. Collectively, we'll refer to these resources as the "Services" in this Agreement.

Notyced Services may be offered across a number of web domains, including, without limitation, Notyced.com. We'll refer to these domains as the "Sites" in this Agreement.

You may access the Sites or Services with a free account as a user ("User"). While access to certain portions of the Sites and selected features of the Services is free, Notyced reserves the right to charge fees for features and benefits associated with the Sites or Services at any time.

A User who pays for any portion of the Sites or Services shall be referred to as either a "Subscriber" or "Customer" in this Agreement.

Now that we've gotten these definitions out of the way, let's talk about terms specific to certain Services, followed by terms relevant to all Users, Subscribers and/or Customers.

  1. Conditions Governing API Usage

Notyced may offer APIs for use by third parties, such as the  API. While Notyced may not charge for  API use under certain circumstances, any such use is subject to these TOU. If Notyced enters a separately negotiated agreement with you related to  API use, these terms will still apply, but any conflicting terms in that agreement will override terms in this Section.

All data associated with a Notyced API is proprietary to Notyced. If you use or publicly display such proprietary data associated with this API, you must comply with any link and attribution guidelines set forth on the Sites from time to time in addition to these TOU. Moreover, you may not resell or redistribute proprietary Notyced API data via your own API or offer it to third parties.

Regarding the  API, you may access the  API via a secret key only. You agree to assume responsibility for your secret key, regardless of whether you authorized use of this key to another.  API keys are limited to one per user and one per organization, and abusing  API keys may subject you to liability, including as described in this agreement.

Notyced reserves the right to suspend or terminate access to any API at any time and for any reason, with or without cause. If your access to an API is suspended or terminated, you have no rights associated with such API and you acknowledge that you will not be entitled to any remuneration or compensation of any kind.

III. Conditions Governing Notyced Local Subscribers.

If you purchase Notyced Local business locations from any of the Sites, you are subject to the following terms and conditions related to your purchase. If you purchase locations via a separately negotiated agreement, these terms also apply, but in case of any conflicts between that agreement and this TOU, the terms in the separately negotiated agreement will apply.

Notyced Local Service Fees : You agree to make an immediate payment to Notyced for each location for a recurring one year term (the "Term") which begins on the date of payment. This payment, plus any future payment for that location based on annual renewal, shall together be referred to as "Notyced Local Service Fees". You understand that Notyced assumes costs immediately after you submit data to Notyced and acknowledge that as a result no partial or complete refunds will be issued by Notyced to you - at any time, for any reason - once you have made a payment for Notyced Local Services.

Scope of Notyced Local Services : In exchange for your immediate payment per business location per year and compliance with the terms and conditions of this Agreement, Notyced will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.

Taxes: You are responsible for all taxes associated with your purchase of Notyced Local Services (such as sales tax), and such taxes will be in addition to the Notyced Local Service Fees quoted.

Renewal: Each business location will renew annually within 30 days of the anniversary of the initial payment for that location. Once a renewal payment is processed, no refunds will be provided for any reason. If your renewal payment fails, you will no longer have any rights under this Agreement related to your previously purchased Notyced Local business location(s), including the right to manage your listing, until you are in good payment standing. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of custom pricing terms associated with a business location, if any.

Change in Notyced Local Service Fees Upon Renewal: Notyced may change its Notyced Local Service Fees from time to time; with respect to renewals, Notyced will provide no fewer than sixty (60) days of notice of such a change by electronic mail and/or posting of any new fee schedule on the Notyced.com/local website.

Customer Management Of Each Business Location

Cancellation: You may cancel management of a business location from the Notyced Local dashboard only. Cancellation is immediate and is not reversible and must be initiated prior to the expiration of any Term to avoid fees associated with renewal. Cancellation removes a listing and its associated data from your dashboard.

Changes and Updates: You may make unlimited changes and updates to data associated with a purchased business location during the Term. However, if you make changes to core data - such as domain name, phone number, or location address - that Notyced is unable to validate using third-party services such as Google or Facebook, Notyced may not be able to update your changes with location data aggregators and business listing services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.

Additional Notyced Local Customer Obligations and Acknowledgements:

  • By purchasing Notyced Local listings, you warrant and acknowledge that you own each listing or are otherwise authorized to represent the business location as of the date you make any payment of Notyced Local Service Fees.
  • You agree to review and confirm the accuracy of submitted information about a listing periodically throughout any Term.
  • You acknowledge that Notyced may occasionally require you to submit proof of authorization to represent a Notyced Local business location via email, and that failure to comply with such spot-checks may result in cancellation of your listing(s). You acknowledge that your business location listing(s) may be transferred to another person or entity if that person or entity can reasonably demonstrate ownership of those business location(s), and this will not entitle you to a refund under any circumstances.
  • You acknowledge that another agent may submit information to Notyced Local or a location listing provider which may override information you submitted about a business location.
  • You acknowledge that the services contemplated by this Agreement involve sending location data to third party location listing providers who will then have the right to use this data in any way they wish, and Notyced has no control over this data once it is pushed to third parties.
  • You acknowledge that location data aggregators and business listing services are not obligated to accept your listing, or any or all of the information you submit via Notyced Local related to a business location.
  • You acknowledge that Notyced reserves the right to change the mix of Notyced Local location data aggregators and business listing services in current and future TOU at our discretion.
  1. Conditions Governing Subscriptions

Notyced offers subscriptions to various software as a service product (Pro, Content, Analytics, FollowerWonk, etc.) and these terms govern such subscriptions.

Payment for Subscriptions as a Subscriber, you must agree to the payment terms presented to you at the time you sign up for Services on the Sites.

You are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You may not receive further notice of your renewal after signing up for a subscription, and you must visit your Subscription and Billing page to find out when your subscription is set to renew. Subscriptions recur either monthly or annually in most cases, depending upon the renewal term you choose during the signup process.

You are responsible for ensuring that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use that credit card. Notyced reserves the right to implement fraud-protection measures including, without limitation, temporarily charging small amounts to your credit card to determine that it is a valid credit card and you are authorized to use it.

Cancellation of Subscriptions. For security reasons, an email or phone call to Notyced is not sufficient to cancel your Notyced subscription, which you may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to a refund under any circumstances. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term, but will lose access if the subscription is not in good standing.

No Refunds. Notyced is not obligated to provide you a refund at any time. If you choose to cancel your Notyced subscription during your subscription term, you will not be refunded, in whole or in part. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, pro-rated amount as of the date of renewal, but you are not entitled to a cash refund at any time.

Multiple Subscriptions. Each Notyced account has a single credit card associated with it. If a subscription to one Notyced service is suspended due to Notyced inability to process that credit card, and you subscribe to a second Notyced service while that first service is suspended (by, for example, changing the credit card associated with your account) but before it is cancelled (a period which is currently 18 days, but is subject to change), Notyced reserves the right to use the valid payment method associated with the second service to reinitiate the suspended service.

  1. Conditions Governing All Users of Notyced Sites and Services

The Services are available only to Users:

  • Who are human (not bots, except for certain authorized API users) and 13 years of age or older, and Users who are also Subscribers or Customers must be at least 18 years old.
  • Who submit truthful and accurate information about themselves and maintain the accuracy of such information.
  • Who do not impersonate any other person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Sites.
  • With a valid email address.
  • Who do not to authorize others to use their account, profile, or messages.

You agree to inform Notyced immediately upon learning of a security breach that relates to your account or a third party's improper use of the Services in connection with your account.

You agree that your rights in a subscription or use of any paid Services (including, for example, the ability to change a password associated with a Notyced Pro account) may be dependent upon demonstrating that you have paid for the subscription or Sites.

You acknowledge that if you sign up for any Services and pay via credit card, and Notyced cannot charge your credit card at renewal, Notyced may cancel your subscription and you may lose access to the Services and any data associated with your subscription.

While some Services may be paid for via invoice by mutual written agreement by you and Notyced, Notyced reserves the right to quote additional fees for invoiced accounts. If Notyced has entered into an invoicing relationship with you, the following terms apply unless superseded by written agreement: you agree to pay all undisputed invoices within 30 days. You agree that Notyced may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you agree to be liable for reasonable attorney fees and collection costs arising from Notyced efforts to collect on past due amounts; If you fail to pay an invoice, Notyced reserves the right to cancel your subscription, access to any Services, and any data associated with your subscription or the Services.

You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers, and other similar programs.

Notyced reserves the right to monitor your communications to the extent they are facilitated by the Sites or Services, and may disclose content and information about you, including content contained within your communications, if Notyced deems it reasonably necessary to: (1) conform to legal requirements or respond to legal process; (2) ensure your compliance with this TOU, the Notyced Privacy Policy, and/or the Notyced Community Etiquette; or (3) protect the rights, property, personal safety, or interests of Notyced, its employees, customers, or the public.

  1. User Obligations Regarding User Generated Content

Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays on the Sites or in connection with the Services, whether publicly posted or privately transmitted, shall be referred to herein as "User Generated Content." Users assume the following obligations with User Generated Content:

  • Users assume legal responsibility for all User Generated Content.
  • Users agree that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting, transmission or sharing of any User Generated Content via the Sites or Services.
  • Users agree not to post, transmit, or share User Generated Content on the Sites or Services that User does not have permission to post, transmit or share.

VII. Notyced Obligations Regarding User Generated Content

Notyced assumes no obligations to screen and does not routinely pre-screen User Generated Content posted via the Sites or in connection with the Services. Notyced does not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Generated Content. User Generated Content does not necessarily represent the views or opinions of Notyced and under no circumstances will Notyced be liable in any way for any User Generated Content, including without limitation liability related to any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, emailed, or otherwise transmitted via the Sites. As such, you are solely responsible (at your own expense) for creating backup copies and replacing any User Generated Content you post or store on the Sites or otherwise provide to Notyced. Notwithstanding its lack of obligation, Notyced may remove any User Generated Content at any time at its sole discretion, including User Generated Content that in the sole judgment of Notyced violates this TOU or which may be offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. Notyced assumes no obligation to maintain or store your content. Notyced may delete, modify, or restrict the display of User Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the Notyced Community Etiquette; once deleted, User Generated Content may not be retrieved.

VIII. Notyced Permitted Use of User Generated Content and User Data.

Notyced does not claim ownership of User Generated Content. Subject to the rights granted to Notyced in this TOU, you retain full ownership of all of User Generated Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.

When you post User Generated Content to the Sites, you authorize and direct Notyced to make such copies as Notyced deems necessary to facilitate the posting and storage of User Generated Content on the Sites and provide the Services to you.

You further authorize Notyced to anonymize and aggregate User Generated Content and any data you share with us (“User Data”), including data associated with your google analytics and social media profiles. You authorize Notyced to use such content and data, by way of example and not limitation, to enable Notyced to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By choosing to post, upload, or transmit data to the Sites (including authorization to access any third party account or profile), you grant Notyced, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive license (with the right to sub-license) to use anonymized and aggregated User Generated Content and User Data, in all present and future media, and in any manner relating to the Sites or Services.

In addition, with respect to User Generated Content that you elect to post or transmit on the community portions of the Sites ("Interactive Content"), including without limitation your User Profile, YouMoz, the Notyced Blog, and the Q&A service, and any other future Notyced sites or services that are designed to be viewed by the public or other Subscribers, you grant to Notyced, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part) and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Sites or Services (including, without limitation, in connection with the appearance of such Interactive Content on Notyced and on the sites of our affiliates, partners and others with whom Notyced may have business relationships relating to the Sites) and the distribution and promotion of the Sites. You further agree that Notyced is free to use any ideas, know-how, concepts, techniques or other materials implied by Interactive Content.

You may remove Interactive Content from the Sites at any time. If you choose to remove Interactive Content, any license granted above for the content shared by on you on the community portions of the Sites will remain in effect. You acknowledge that Notyced may retain archived copies of such Interactive Content.

  1. Services Limitations.

Notyced may establish limits concerning use of the Services at its discretion, including by way of example the frequency with which you may access the Services or your ability to post User Generated Content. Notyced reserves the right to modify or discontinue the Services (including any part or feature thereof) at any time without notice. You agree that Notyced shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

  1. Beta Services

From time to time, Notyced may add new features to the Services that may be described as "beta" services or features (collectively, "Beta Features"). Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services will apply to the Beta Features as well. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Services.

If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, Notyced disclaims any and all warranties associated with any Beta Feature. Any risk that Beta Features may harm or interrupt the regular running of your software or hardware is borne entirely by Users.

  1. Services Credits

Notyced may from time to time offer opportunities to earn credits toward future Services ("Services Credits"). For example, Notyced may offer Notyced Pro Services Credits to a User or Subscriber if that User or Subscriber refers a customer who purchases a Notyced Pro Subscription and remains in good standing.

These Services Credits are awarded at the discretion of Notyced. They may be revoked at any time, for any reason, at Notyced discretion. In no event shall credits ever be redeemable for cash, exchanged, sold, or rolled into a separate account. Unused credits may expire at the discretion of Notyced.

If, for example, Notyced issues Services Credits for a referred account that is later deemed not to be an actual person or company, or the referred account is otherwise not in good standing, was fraudulently obtained, or later sought a refund for any payments associated with it, such Services Credits may be revoked and voided. Notyced may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior at the reasonable discretion of Notyced.

XII. Trademarks; Copyrights; Proprietary Rights

Notyced owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Sites ("Notyced Content"). Notyced Content specifically excludes User Generated Content.

Notyced owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with Notyced Content, the Sites, and the Services.

Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Notyced Content in whole or in part except as expressly authorized in writing by Notyced. Notyced does not grant any express or implied rights in Notyced Content to Users, and all rights in and to the Sites and to Notyced Content are retained and reserved by Notyced.

Moreover, the term Notyced and anything on the Sites that identifies or distinguishes Notyced from other goods are services are registered or unregistered trademarks of Notyced (the "Notyced Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the Notyced Trademarks without Notyced prior written consent.

XIII. Copyright Infringement

If you believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Notyced at legal@notyced.com or contact Notyced copyright agent. Notyced copyright agent may be contacted as follows:

VeriTrademark, 1411 East Olive Way, Seattle, WA 98122, Phone: 206.588.5981 Email: Info@VeriTrademark.com

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Services that you claim is infringing with enough detail so that Notyced may locate it; provide a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; provide a statement by you declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; provide information reasonably sufficient to permit Notyced to contact you, such as an address, telephone number, and email address; and your physical or electronic signature.

Upon receipt of notice as described above, Notyced will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Services or termination of the posting account.

XIV. User Indemnification of Notyced for Certain Actions

Users agree to indemnify and hold Notyced and its affiliates, officers, agents, subsidiaries, partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) User Generated Content or User Data you submit, post, transmit, or make available through the Sites or Services, (ii) your unauthorized use of the Sites or Services, (iii) your connection to the Services, including your use of the Services to provide a link to other Sites or to upload content or other information to the Sites, or (iv) your violation of the Terms Of Use or Notyced Community Etiquette, or (v) your violation of any rights of another including but not limited to another's copyright or other intellectual property right.

  1. Notyced Warranties and Limitations

Notyced provides the Services "as-is". Notyced provides no express warranties, guarantees, or conditions related to the Sites or Services. To the extent permitted by law, Notyced disclaims any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement, and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, Notyced does not warrant that the Sites or Services will be accurate, error-free, virus-free, or uninterrupted or that it will meet any specific requirements of a User or Subscriber. Users may have additional rights as a consumer under local law that this Agreement cannot change.

XVI. LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS

You acknowledge that Notyced cannot provide the Services at a reasonable price without limiting its liability as set forth herein, so, as an express condition of use of the Sites or Services, you agree to limit Notyced potential liability to you as described in this clause. This limitation of liability is a fundamental element of the basis of the bargain between Notyced and you as a User.

Notyced does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Sites or Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Sites. Under no circumstances will Notyced or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by any Users.

To the extent permitted by applicable law, Notyced shall not be liable for any consequential, special, or incidental damages or lost profits resulting from your access to or use of the Sites or Services, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory. This includes your inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Services or any part thereof) the Sites or Services. Without limiting the foregoing, you specifically acknowledge that Notyced is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Users or third parties and that the risk of injury from the foregoing rests entirely with you. These limitations apply to any matter related to the Sites, Services or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Services in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate you for any losses, or fails its essential purpose; or even if Notyced knew or should have known about the possibility of the damages.

Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Users in these jurisdictions.

XVII. Special Admonitions for International Use

As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically and without limitation, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.

XVIII. Miscellaneous Clauses

Changes to Services. Notyced may change the Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Services. Notyced reserves the right to cancel, suspend, or block your access to the Sites or Services at its sole discretion for violations of these terms, the Notyced Community Etiquette, or for any other reason and without notice (subject to any contractual rights you have with specific Services), and access to any Services is dependent upon you complying with any applicable laws.

Electronic Form. By accessing the Sites or Services, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.

Notices. If Notyced must send you additional information regarding the Sites or Services, or in connection with this Agreement, you consent to receiving this information electronically. Notyced may provide required information to you by email at any address you registered with the Sites or Services or via the Sites or Services itself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. Notyced is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.

Forum and Jurisdiction. This Agreement is governed by the laws of the State of Washington, U.S.A., without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Seattle, Washington; to which jurisdiction and venue you and Notyced each irrevocably consent.

Additional Rights and Obligations. If any provision of this TOU is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this Agreement does not constitute a waiver or affect that party's rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. Notyced may assign rights or delegate duties under this TOU in connection with a merger, reorganization, or sale of substantially all of its assets. This TOU will bind successors and permitted assigns.

Entire Agreement. The Terms of Use (along with the Privacy Policy, Notyced Community Etiquette, and any Subscriber agreement or other agreement incorporated by reference) constitutes the entire agreement between you and Notyced and govern your use of the Services, superseding any prior agreements between you and Notyced (including, but not limited to, any prior versions of the Terms of Use).

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at legal@notyced.com. All other issues should be addressed to help@notyced.com.

 

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