Terms of Use

NextGen Review and its affiliates (“NGR” or “we”) provides its content on NextGenReview.com (the “Site”) subject to the following terms and conditions (the “Terms”). We may periodically change the Terms, so please check back from time to time.These Terms were last updated on June 27, 2017. By accessing and using this Site, you agree to these Terms and any updates we make to them.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

Please also review the Terms of Use and Privacy on the following sites: Facebook, Google,Realtor.com, Zillow, Yelp and/or any site you use for online reviews.

1. License granted by NextGen Review

NGR gives you a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to you by NGR as part of the Services provided to you by NGR. Please note that you may use this software for internal business purposes only, and only in the manner permitted by the Terms. You may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content provided by or on behalf of NGR through the Services (the content) in any way, except as permitted by the Terms. You agree to use the NGR Services in accordance with all applicable guidelines as well as all state and federal laws that the Services are subject to. The Services consist of one or more of the following: a mobile and web-based interface, SMS gateway access, EMAIL gateway access, data encryption, data transmission, data access, as well as data storage if applicable, that enables you to send text messages and emails to recipients designated by you (collectively, the “Services”). We provide outbound messages through different routes, SMS & EMAIL generating filtered customer feedback.

2. Usage Policy

You represent and warrant that the owners of the phone numbers and email addresses you provide to NextGen Review, to which outbound messages are transmitted through the Services, have consented as your customer or otherwise opted-in to the receipt of such messages to gather feedback

3. User accounts/Personal info

In the course of using the Services, you may be required to provide NGR personally identifiable information, including contact information, username and password (“Credentials”). NGR handles such information with the utmost attention, care and security. Nonetheless, you, not NGR, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information, or other information relating to your username or password changes, you must notify NGR promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify NGR of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify NGR immediately.

4. User generated content

By making available any user-generated content (“User Content”) through the Site and Services, you hereby grant to NGR a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty- free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the Services. NGR does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to NGR the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or NGRs use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

NGR reserves the right (but shall have no obligation) to remove any or all User Content from the Services in its sole discretion. You agree to immediately take down any User Content that violates the Terms, including pursuant to a take down request from NGR. In the event that you elect not to comply with a request from NGR to take down certain User Content, NGR reserves the right to directly take down such User Content.

5. Third party software

The Services incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

6. Copyrights

All content and functionality on the Site, including text, graphics, logos, icons, and images and the selection and arrangement thereof, is the exclusive property of NextGen Review or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved.

7. Age Requirement

By using this Site, You certify that You are at least 18 years of age. If you are under 13 years of age, then you are not permitted to use this Site. If You are 13 to 17 years of age, then you are permitted to use this Site, provided, however, that Your parent or legal guardian must accept the terms of this Agreement and agree to be bound by this Agreement on your behalf. If You are accepting this Agreement on behalf of someone who is 13 to 17 years of age, You understand and agree that You, as the parent or legal guardian, are fully responsible for such person’s actions, including, without limitation, all legal liability and financial obligations such person may incur.

8. Trademarks

The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Site are the registered and unregistered Trademarks of NextGen Review and its licensors and their exclusive property. You agree that you will not refer to or attribute any information to NextGen Review or its licensors in any public medium (e.g., press release, websites) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, NextGen Review or its licensors.

9. Use of site content

NextGen Review hereby grants you a limited, non-exclusive, non-sublicensable, non- transferable license for the term hereof to access and download, and display the content and functionality displayed on the Site (the “Site Content”) on any computer solely for your internal, business use, provided that you do not modify the Site Content in any way and that you retain all copyright and other proprietary notices displayed on the Site Content. You may not otherwise reproduce, modify, distribute, transmit, post, or disclose the Site Content without NGR’s prior written consent. You understand and agree that NGR reserves the right to modify, suspend or discontinue any part or all of the Site at anytime and that NGR will not be liable to You (or to any other person) for doing so, even if such modifications make it more difficult or impossible for You or any other person to interact with the Site.

10. User postings

You acknowledge and agree that NextGen Review shall own and have the unrestricted right to use, publish, and otherwise exploit any and all information that you post or otherwise publish on the Site in postings, survey responses, and otherwise (“Your Content”), and you hereby waive any claims against NextGen Review for any alleged or actual infringements of any rights of privacy or publicity, moral rights, or rights of attribution in connection with NGR’s use and publication of such submissions. You hereby grant to NextGen Review a perpetual, unlimited, sub-licensable and transferable license to use, display, adapt, modify and create derivative works of Your Content (“User Content License”). You covenant that you shall not post or otherwise publish on the Site any materials that (a) are threatening, libellous, defamatory, or obscene; (b) would constitute, or that encourage conduct that would constitute, a criminal offense, give rise to civil liability, or otherwise violate law; (c) infringe the intellectual property, privacy, or other rights of any third parties; (d) contain a computer virus or other destructive element; (e) contain advertising; or (f) constitute or contain false or misleading statements. NGR does not and cannot review all information posted to the Site by users and is not responsible for such information. However, NextGen Review reserves the right to refuse to post and the right to remove any information, in whole or in part, for any reason or for no reason.

You agree that the User Content License includes the right for NextGen Review to provide, promote, and improve the Site and to make Your Content and derivative works thereof which NGR authorizes available to other companies, organizations or individuals who partner with NGR for the syndication, broadcast, distribution or publication of Your Content on other media and services, subject to our terms and conditions for such Content use (“Additional Uses”). You agree that the User Content License is a perpetual and irrevocable license which survives termination of this Agreement and that NGR may make Additional Uses of Your Content both while this Agreement is in effect and after it is terminated for any reason. NGR may modify, adapt, and/or create derivative works of Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as: (i) are necessary to conform and adapt Your Content to any requirements or limitations of any networks, devices, services or media; or (ii) NGR, in its sole discretion, so chooses. You are responsible for Your use of the Site, for Your Content, and for any consequences thereof, including the use of Your Content by other users and NGR’s third party partners. You understand that Your Content may be syndicated, broadcast, distributed, or published by NGR’s partners and if You do not have the right to submit Your Content for such use, it may subject You to liability. We will not be responsible or liable for any use of Your Content by NGR in accordance with these Terms.

11. Notices of infringement and takedown by NextGen Review

NGR prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to NextGen Review at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Site that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. NGR will remove any posted submission that infringes the copyright or other intellectual property right of any person under U.S. law upon receipt of such a statement (or any statement in conformance with 17 U.S.C. 512(c)(3)). U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. NGR’s contact for submission of notices under this Section 5 is: Legal Department, NextGen Review, Inc. 251 State Street, Schenectady, NY 12305.

12. Changes to Services or Terms

NGR reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time. Changes to the Services may include the modification or discontinuation of any “review aggregation” services currently offered as part of the Services. If we modify these Terms, we will post the modification on the Site or otherwise provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification to these Terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services. These Terms may only be modified in writing as set forth in this paragraph and may not be modified orally. Please visit this page regularly to review these Terms for any changes.

13. Termination

Without limiting other remedies, NGR may at any time suspend, terminate, or refuse to provide you with access to the Site or Services. In addition, NGR may notify authorities or take any actions it deems appropriate, without notice to you, if NGR suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms and Conditions or any policies or rules established by NGR; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, NGR users, NGR or any other third parties or the Site or Services.

Without limiting any other terms of these Terms and Conditions, you may stop using the Site and Services at any time.

After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms and Conditions will immediately cease. NGR will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER. HOWEVER, NGR SHALL CONTINUE TO HAVE A LICENSE TO UTILIZE THE USER CONTENT.

Any suspension, termination or cancellation will not affect your obligations to NGR under these Terms and Conditions (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

14. Disclaimers

ALL CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEXTGEN REVIEW AND ITS THIRD-PARTY CONTENT PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SITE CONTENT. NEXTGEN REVIEW SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION PUBLISHED ON LINKED WEBSITES, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ON THE SITE, OR PROVIDED BY THIRD PARTIES. NEITHER NEXTGEN REVIEW NOR ITS THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

15. Third-party websites

We may provide links to third-party websites, and some of the content appearing to be on this Site is in fact supplied by third parties, for example, in instances of framing of third-party websites or incorporation through framesets of content supplied by third-party servers. NextGen Review has no responsibility for these third-party websites, which are governed by the Terms of Use and privacy policies, if any, of the applicable third-party content providers.

16. Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

NGR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESSWARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEXTGEN REVIEW, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.

17. Governing law; jurisdiction

These Terms are governed by the laws of the State of New York without reference to the principles of conflicts of laws thereof.

18. Privacy

Please see NGR’s Privacy Policy located at privacy for information and notices concerning NGR’s collection and use of your personal information. If you have any questions about the NGR Privacy Policy, please contact NGR at support@nextgenreview.com.

19. Your Indemnification of NextGen Review

You will indemnify, defend, and hold NextGen Review harmless from and against all liabilities, damages, and costs (including, but not limited to, reasonable attorneys’ fees, disbursements, and all settlement costs) arising out of or related to a third party claim regarding: (i) Your infringement or misappropriation of any of NGR’s proprietary Rights; (ii) any of Your acts or omissions, including, but not limited to, Your misrepresentation of any information You provide to NGR; (iii) any claims arising out of or related to Your Content; (iv) Your interaction with other users; and (v) Your use of the Site in violation of this Agreement. NextGen Review reserves the right, at Your expense, to assume the defense (if applicable) and control of any matter relating to NGR, and You shall provide reasonable assistance with respect to such claims. You will not settle any matter relating to NextGen Review or make any admission relating to NextGen Review without NGR’s prior written consent.

20.Limitation of Liabilities

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEXTGEN REVIEW (INCLUDING ALL OF NGR’s SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND LICENSORS) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NEXTGEN REVIEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

(i) USE OR THE INABILITY TO USE THE SITE;

(ii) THE COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES;

(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

(iv) STATEMENTS OR CONDUCT OFANY USERS OF THE SITE OR ANY THIRD PARTY ON THE SITE;

(v) ANY INFORMATION, PRODUCT, OR SERVICE YOU OBTAIN THROUGH THE SITE;OR

(vi) ANY OTHER MATTER RELATING TO THE SITE. NGR’s MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO FIVE DOLLARS ($5 USD).

THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

21.Entire Agreement, Governing law, Severability, Non-waiver

Assignment of these terms constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of NGR to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by NGR must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Schenectady, NY, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.