Terms of Service
GoSite, Inc Terms of Service
GoSite, Inc (“Company,” “we” or “us”) provides a range of cloud based software products and services for businesses of all sizes (the “Services”). This Agreement sets forth which Services are being purchased, the client purchasing the Services (the “User”, “you,” or “your” and together with the Company the “Parties” or individually a “Party”), the costs for such Services, the minimum commitment, and and govern the relationship between you and the Company.
PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, GOSITE, INC DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY THE COMPANY, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.
1.0. THE GOSITE SERVICE. The Service offered by the Company may include any of the following as requested by the User:
1.1. License granted by Gosite. Gosite gives you a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Gosite as part of the Services provided to you by Gosite. 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 Gosite through the Services (the content) in any way, except as permitted by the Terms.
1.2. User-generated content. By making available any user-generated content (“User Content”) through the Site and Services, you hereby grant to Gosite 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. Gosite 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 Gosite 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 Gosite’s 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.
Gosite 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 Gosite. In the event that you elect not to comply with a request from Gosite to take down certain User Content, Gosite reserves the right to directly take down such User Content
1.3. Third Party Services/Materials
You may be able to access or use third party services, resources, content or information (“Third Party Materials”) via Gosite. By using Gosite to find material on the Internet, you instruct Gosite to present portions of the data sources that you have selected. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and Gosite disclaims any liability that you may incur arising from your access to or use of such Third Party Materials or User Content via Gosite. You acknowledge and agree that Gosite: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services. Your ability to access or link to Third Party Materials does not imply any endorsement by Gosite of Third Party Materials or any such third party services; and (d) has no responsibility or liability for the deletion or failure to store any Third Party Materials maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for backing up and making copies of any Third Party Material that you wish to preserve.
1.4. 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.
1.5.Website Design and Content. The Company will build a website to be hosted only on the Company’s servers. The content for the pages is generally provided by the User, however the company will provide up to one (1) page of content if the User does not provide content or needs additional content. Populating additional webpages and/or additional content writing is available at an hourly or flat rate to be agreed upon prior to providing such service. All content, including written and photo, will be considered approved unless User notifies the Company of any errors, omissions, or problems within seventy-two (72) hours of approval request. Unless otherwise specified, a website will be developed for the User based on one of the Company’s existing website themes. The Company’s services include up to three (3) rounds of revisions at no additional cost. If the User requires additional revisions, content, pages, etc., the Company can be engaged to provide such services at an additional hourly or flat rate to be agreed upon prior to providing such service. Customer remains responsible domain name credentials. Transfer of domain name services to a GoSite website relies on customer providing domain name login credentials. Customer understands that failure to provide GoSite with accurate domain name credentials will likely delay or entirely prevent GoSite from launching customer website until full credentials are received. Alternatively, customer may purchase a new domain name through GoSite’s Domain Registration service. Please discuss domain name purchasing with a GoSite agent for more information.
1.6. Website Hosting. Website hosting for up to one site is included with any of the Company’s marketing licenses. The Company’s websites are a proprietary hosted solution compatible with the Company’s servers, and must be hosted on the Company’s for the term of the agreement. The Company makes no guarantee of compatibility of websites with 3rd party hosting providers.
1.7. Social Media Management. The Company will post content on your social media platform(s), and in some cases will interact with your followers in order to create more visibility and loyalty to your brand. The Company may also use social media as a way to connect with other related and complementary businesses and organizations, creating even more visibility. The services offered through the Company’s Social Media Management Service include (i) postings on applicable social media platforms; (ii) branding and design of all platforms; and (iii) the monitoring of platforms. If the User requires additional services, they can be purchased for a rate to be agreed upon prior to the Company providing such additional services. In the event of increased costs, we will proceed only after receiving written approval and payment from the User. Such User approval shall be binding and incorporated into this Agreement.
1.8. Creative Services. The Company’s creative services include, but are not limited to, custom website design, logo design, video production, photography services, and general design and development time. The Company will notify the User before any additional charges, beyond the initial cost estimate, are incurred. In the event of increased costs, we will proceed only after receiving written approval and payment from the User. Such User approval shall be binding and incorporated into this Agreement.
1.9. Website Access. The Company may request access to the User’s website in order to enhance the website’s on-site SEO and/or install modules such as reporting analytics or other enhancements used to enhance the performance of our marketing efforts.
ELIGIBILITY/GENERAL RESTRICTIONS. The User’s limited license to access and make personal use of the Site is contingent on the following:
2.1. The User must be at least 18 years of age;
2.2. The User must provide information (personal and otherwise) that is truthful to the best of the User’s knowledge and in the event any such information changes, the User shall notify the Company of any such change within a reasonable amount of time;
2.3. The User shall not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of the Site;
2.4. The User will not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure. The User agrees not to use any robot, spider, other automatic device, or manual process to monitor or copy any content from the Site without the prior express consent from an authorized Company representative, unless such use is by a search engine employed to direct Internet users to the Site;
2.5. The User shall not reproduce, duplicate, copy, sell, resell, visited, or otherwise exploit for any commercial purpose without express written consent of the Company;
2.6. The User shall not use any of the Content or the Services for any unlawful or harmful purposes; and
2.7. Any unauthorized use automatically terminates the permission or license granted by the Company
REPRESENTATIONS AND WARRANTIES. The Parties hereby represent and warrant the following:
3.1. Intellectual Property. The User represents and warrants that the User (i) owns the intellectual property rights to or holds a right to publish any content provided to the Company for the purpose of performing the Services herein; (ii) will not provide any information to the Company for the performance of the Services that violates the intellectual property rights of any third party, including providing trademarked keywords for SEO purposes.
3.2. No Conflict. The Company and the User each represent and warrant to the other that the execution, delivery and performance of this Agreement by such party (i) has been duly authorized by all necessary corporate action (ii) does not conflict with, or result in a material breach of, the articles of incorporation or by-laws of such party, and any material agreement by which such party is bound, or any law, regulation, rule, judgment or decree of any governmental instrumentality or court having jurisdiction over such party, and (iii) and constitutes a valid and legally binding obligation of such party enforceable in accordance with its terms.
3.3. Facilitation. The User will (i) put the Company in contact with the appropriate parties within the User’s organization and provide all information necessary to effectively perform the Services; (ii) cooperate with the Company in all matters relating to the Services and provide access to User’s website and/or platform accounts (e.g., Facebook) as necessary; (iii) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for the Company to perform Services in accordance with the requirements of this Agreement; and (iv) provide such materials or information as the Company may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects.
3.4. Legal Purposes. The User shall not use or permit the Services to be used in violation of any applicable national, state or local laws or regulations. Without limiting the foregoing, the User may not use any of the Services for any illegal activity, including the storage or transmission of information, data, files or links to content that violate any applicable local, state, national or international law. This includes, but is not limited to, pirated software, copyrighted data, or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all of the Company’s servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services or addresses are also prohibited. The Company may terminate this agreement if it determines, in its sole discretion, the User has violated this representation
BILLING; REFUNDS. By signing up for any of the Company’s paid subscription products, you are expressly agreeing to the billing policies and fees described on the fee schedule elsewhere on the Site. The Company is not obligated to offer refunds of amounts paid under any circumstances. In addition to the fees described on the fee schedule, the following policies pertain to billing and payment:
4.1. All payments shall be in US Dollars;
4.2. The User shall pay all amounts due monthly, prior to receiving Services for the month to which such payment shall apply;
4.3. If the User is paying by credit card or ACH, the User hereby irrevocably authorizes the Company to charge the credit card or other payment method provided for any such amounts on a recurring basis when such amounts are due, and amounts due will be automatically charged, in advance;
4.4. Payment for one-time services will be due in full on the Effective Date;
4.5. For recurring payments, the initial payment will be taken on the Effective Date, and you will be billed for subsequent payments as outlined in the fee schedule;
4.6. For monthly recurring Services, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on. If the Effective Date is on a date that does not occur in all months, you will be billed on the date previous to that, which occurs in that month. For example, if your billing date is the 31st, you will be billed on the 30th during months without 31 days; and
4.7. For annual recurring Services you will be billed for the first year on the Effective Date, and you will be billed for subsequent payments on the anniversary of the Effective Date unless cancelled as provided below.
4.8. You acknowledge that you are required to pay all amounts due for the Services through the Initial Term (as defined below). You will be required to agree to all applicable payment authorization forms that authorize recurring billing in accordance with this Agreement. The Company shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service.
4.9. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL AMOUNTS OWED MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED.
USER OBLIGATIONS. In addition to making all required payments, the User shall:
5.1. Cooperate with the Company in all matters relating to the Services and provide access to the User’s Google Adwords and Analytics accounts as necessary;
5.2. Respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for the Company to perform Services in accordance with the requirements of this Agreement; and
5.3. Provide such customer materials or information as the Company may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects.
6.1. Term. The Agreement shall begin on the Effective Date, and will remain in effect until terminated as provided below. For recurring accounts, the fee schedule sets forth the minimum commitment term (the “Initial Term”). This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term. The User recognizes the aforementioned investment, up-front sales, setup and opportunity costs that the Company bears in connection with this commitment, and acknowledges that the applicable fee is to compensate the Company for efforts expended at the beginning of the Term to facilitate the Services. Your services will automatically renew to a new term upon completion of the initial term, unless otherwise agreed, and be billed month-to-month.
6.2. Cancellation. The User may cancel the services by providing written (email is acceptable) notice to User’s Customer Success Manager, as applicable. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, your services will run through the end of the previously paid billing period and will then be disabled.
6.3. Cancellation Revocation. You may, upon written notice (email is acceptable), revoke such cancellation within thirty (30) days after you have made a cancellation request, in which case the Agreement will be reinstated and all applicable Services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.
6.4. Cancellation by GoSite. We may cancel at any time for any reason by providing written notice of cancellation to you. Cancellation will take effect at the end of the then current billing period. Written notice may be provided to you via email. If we terminate this agreement, we will reimburse you for any unused funds within thirty (30) business days from the effective cancellation date.
6.5. Costs of Collection. You agree to pay all costs of collection (including attorneys’ fees, costs and other legal and collection expenses) incurred by the Company in connection with its enforcement of its right to payment under the Agreement. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less).
6.6. Chargebacks/Charge Disputes. If you dispute any payment with your credit card company or bank, and such dispute is resolved in the Company’s favor, you will be assessed a charge of up to $2,500.00 per dispute initiated. You acknowledge that you will indemnify the Company for all costs incurred in defending such dispute, including reasonable attorney’s fees incurred.
7.1. License Held by GoSite. During the Term, you hereby grant to the Company a non- exclusive, royalty-free worldwide license to use, copy, modify, display, broadcast and transmit any of your text, images, logos, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary for the Company to perform the Services.
7.2. Ownership of IP In Creative Deliverables. Upon receipt of full, unconditional payment by the Company, the User shall own all rights, title and interest in and to the Creative Deliverables (as defined below) created under this Agreement. Creative Deliverables shall mean “logo design, website graphic design, video production, photography services and general design”. Website framework, theme files, software, licensed content, and propriety code are not considered Creative Deliverables. The Company makes no guarantee of compatibility of Creative Deliverables with 3rd party providers.
Company shall retain a non-exclusive, non-revocable license in the completed materials Creative Deliverables, and the Company reserves the right to use the Creative Deliverables for advertising, publication, promotion, display or other purposes. Notwithstanding the foregoing, for clarification, the Company shall retain all rights in website designs created under this Agreement.
7.3. Ownership of IP In Work Product. Any copyrightable works, ideas, discoveries, inventions, patents, products or other information (collectively, “Work Product”) developed in whole or in part by the Company in connection with this Agreement, but excluding the Creative Deliverables shall be the exclusive property of the Company.
8.1. “Confidential Information” includes written machine-reproducible and visual materials; all verbal disclosures made by or on behalf of the Parties under this Agreement; any software, whether in object, source or executable code; documentation and nonpublic financial information; information relating to either Party’s methods of operations; names, addresses, telephone numbers and other identifying information relating to clients of the Parties; personnel data relating to employees and contractors; and other documents prepared by or for the Parties or otherwise in furtherance of such Party’s business; nonpublic plans for new products and services; improvements and marketing strategies; and business contacts, pricing, business plans, techniques, methods and processes.
8.2. Receipt of Confidential Information. During the term of this Agreement, each Party (a “Recipient Party”) may acquire Confidential information about the other (a “Disclosing Party”), including information regarding business activities and operations, technical information, and trade secrets (as defined under California Civil Code Section 3426.1) (the “Confidential Information and Trade Secrets”). Each Recipient Party agrees to hold in confidence all Confidential Information and Trade Secrets, not use Confidential Information or Trade Secrets for purposes other than to accomplish the aims of this Agreement, and not to disclose Confidential Information or Trade Secrets to any third party.
8.3. Exceptions. The foregoing confidential obligations shall not apply to Confidential Information (i) which is or becomes publicly available other than through the breach of this Agreement, (ii) which was known to the recipient prior to the disclosure by the other party, (iii) which a party rightfully receives from a third party not bound by any confidentiality agreement with respect thereto, (iv) which is independently developed by the recipient, or (v) which is required to be disclosed pursuant to legal or governmental requirements; provided, that disclosure under this clause shall be limited to persons legally entitled to receive the information.
8.4. Effect Upon Termination. In the event this Agreement expires or is terminated for any reason or should either Party request the other to do so for any reason, such Party will promptly return, erase, or destroy all Confidential Information or Trade Secrets in its
possession or control, including Confidential Information or Trade Secrets stored in any computer memory or data storage apparatus.
8.5. Publicity. The User acknowledges and agrees that the Company may indicate that it is working with the User in its marketing materials.
USER ACKNOWLEDGMENTS. The User agrees to and acknowledges the following:
9.1. Business Hours. The Company will endeavor to handle all the User’s needs when needed, however, unless expressly agreed to through the Services or otherwise, there shall be no obligation for the Company to perform any Services or answer User inquiries outside regular business hours. The Company agrees to answer User inquiries within a reasonable time of the User making any such inquiry.
9.2. Method of Performance. In accordance with the User’s objectives and the specifications of the Services, the Company will determine the method, details and means of performing the Services.
LIMITED LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, THE CONTENT, ANY SERVICE OFFERED BY THE COMPANY, ANY USER POST MADE ON THE SITE OR THIRD PARTY SITES; OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) ANY PARTY’S USE OR INABILITY TO USE THE SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR ANY TRANSMISSION OF DATA; (D) ANY CONTENT OR DATA TRANSMITTED OR RECEIVED (OR NOT TRANSMITTED OR RECEIVED) BY/FROM ANY PARTY; AND/OR (E) ANY CONTENT OR DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, OR THE SERVICE; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER.
11.DISCLAIMER OF WARRANTIES. THIS SITE, THE CONTENT, AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THIS SITE AND ANY SERVICE OFFERED BY THE COMPANY IS AT THE USER’S SOLE RISK. THE COMPANY MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (B) THAT THE SITE, OR THE SERVICE WILL MEET THE USER’S REQUIREMENTS; (C) THAT THE SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE; AND/OR (D) THAT ANY INFORMATION, DATA OR CONTENT OBTAINED FROM THE SITE, OR THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY OR FREE FROM VIRUSES OR OTHER FORMS OF DESTRUCTIVE CODE. NO ADVICE OR INFORMATION OBTAINED BY THE USER FROM THE COMPANY, WHETHER IN ORAL, WRITTEN OR ELECTRONIC FORM, RELATING TO THE USER’S USE OF THIS SITE, THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
12.INDEMNIFICATION. The User agrees to indemnify, hold harmless and defend the Company, along with its directors, employees, owners, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (i) this Agreement and/or any breach or threatened breach by the User; (ii) the User’s use of the Site or any Service offered by the Company; (iii) any unacceptable, unlawful, or objectionable use of the Site or any Service offered to the User by the Company; or (iv) any negligent or willful misconduct by the User; or (v) violation of any third party’s rights (including intellectual property rights) through the User’s use of the Site or the Service.
13.1. Communications. The Company shall be free to reproduce, use, disclose, and distribute any and all communication conducted with Company through the Site including but not limited to feedback, questions, comments, suggestions and the like (the “Communications”). The User shall have no right of confidentiality in the Communications and the Company shall have no obligation to protect the Communications from disclosure. The Company shall be free to use any ideas, concepts, know-how, content or techniques contained in the Communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.
13.2. Errors and Omissions. The Site may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to certain products or services offered by the Company. The Company shall not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor any order affected by such inaccuracies. The Company reserves the right to make changes, corrections, cancellations and/or improvements to any information contained on the Site, and to the products and programs described in such information, at any time without notice, including after confirmation of a transaction.
13.3. Products and Services. The Site may contain information about products and services offered by the Company, not all of which are available in every location. Any reference to a Company product or service on the Site does not imply that such product or service is or will be available in the User’s location. Furthermore, the Company may alter what Services are available to Users at any time in its sole discretion, including (but not limited to) removing certain Services from access at any time.
13.4.International Use. The Company does not represent that all content, materials and Services on the Site are appropriate or available for use in all geographic locations, and accessing such from certain locations may be illegal and prohibited. Those who do access content, materials and services from such locations act on their own initiative and the Company is not responsible for such Users’ compliance with local laws or other applicable laws. The User shall not access the foregoing where prohibited by law.
13.5. Notice to Users in California. Under California Civil Code Section 1789.3, users of the Service from California are entitled to notice of the contact information for The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs: It may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
13.6. Force Majeure. In the event that the Company is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the Company or other causes beyond the Company’s reasonable control (a “Force Majeure Event”) the Company shall immediately give notice to the User and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended.
13.7. Subcontracting. The Company may, without your consent, subcontract to any party the performance of all or any of the Company’s obligations under this Agreement provided that the Company remains primarily liable for the performance of those obligations.
13.8. Call Recording and Monitoring. For quality assurance, the Company from time to time records and/or monitors calls between the User (including the location of the User) and the Company agents, employees and/or its affiliates regarding the Services. By this Agreement, Customer, on behalf of itself and each Location, consents to any and all recording and monitoring performed by the Company or its agents, employees and/or its affiliates.
13.8.1 GoSite, Inc. makes available technology that offers our clients the ability to record incoming telephone calls. When a calling party initiates a call to a tracking phone number, GoSite, Inc. will, create a digital audio recording of the telephone call. The laws regarding the notice and notification requirements of such recorded conversations vary by jurisdiction. You are responsible for applying the local laws in the relevant jurisdiction when using this feature. GoSite, Inc. provides the ability to play a customizable voice message at the beginning of each call to alert callers that the call will be recorded. You expressly agree and acknowledge that:
you authorize GoSite, Inc. to make incoming call recordings on your behalf.
authorize GoSite, Inc. to play a voice message advising the caller that the call is being recorded prior to the call being connected to the party answering the call; OR
make the necessary arrangements to ensure that the caller is provided with the necessary warning about the presence of any recordings made of an call in accordance with the law;
you must notify your employee, contractor, officer, agent, authorized representative or other third party that their telephone conversation with a caller is being recorded by GoSite, Inc.; and
GoSite, Inc. shall have no liability whatsoever in respect of any use made by you, your employee, contractor, officer, agent, authorized representative or other third party, of the recordings and its contents, and/or of any personal information.
13.9. Venue; Arbitration. This Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflict of laws. The User irrevocably submits to the exclusive jurisdiction of the federal and state courts located in San Diego County, California. Except for a misuse or infringement of the Company’s intellectual property, any and all disputes, controversies and claims arising out of or relating to this Agreement, or concerning the respective rights or obligations of the Parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The Parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any party in such arbitration. BY ENTERING INTO THIS AGREEMENT, THE USER ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. THE USER FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. OTHER RIGHTS THAT THE USER WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
13.10. Attorney’s Fees. Except as otherwise provided in this Agreement, the Parties will be responsible for their own costs and legal fees.
13.11. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
13.12.Changes to Services or Terms. Gosite 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.
If you have any questions about these Terms, please contact gosite firstname.lastname@example.org.