TERMS OF SERVICE
(Last Updated May 20th, 2024)
Thank you for using Review Wave’s (“Review Wave,” “we,” “our,” or “us”) Review Wave, PracticePal, or Clerk platform (the “Platforms”). Review Wave values and respects you, and these Terms of Service (the “Terms of Service”) are a legal agreement between Review Wave and you that govern your access and use of the Review Wave Service on the Platforms and our Services. You should read these Terms of Service carefully because they limit our potential liability to you and restrict your ability to bring claims against us. We may update these Terms of Service at any time and you are responsible for checking these Terms and Conditions periodically for updates. BY ACCESSING AND USING ONE OR MORE OF THE PLATFORMS ON WHICH THESE TERMS OF SERVICE ARE POSTED, COMPLETING THE REGISTRATION PROCESS, ORDERING OUR SERVICES, OR SIGNING UP FOR AN ACCOUNT, YOU ARE AGREEING TO THESE TERMS OF SERVICE.
1. DEFINITIONS
• “Authorized User” means any of your employees, consultants, contractors or agents authorized by your administrator to access and use the Review Wave Service on behalf of your business, in each case subject to such person’s agreement to be bound by the Terms of Service. Only persons in the United States who are over eighteen (18) years of age or older are authorized to access and use the Review Wave Service.
• “Front End Code” means our user interface display and usability platform. This includes, but is not limited to, the layout, color scheme, HTML pages and source code, etc.
• “Order Form” means any online or written subscription order form for the Review Wave Service or for Services submitted by you either during an online subscription process or separately signed by you and submitted to Review Wave, and any future purchase order or order form that refers to these Terms of Service. Order Form(s) shall be governed by these Terms and Conditions.
• “Personally Identifiable Information” means information that includes an individual’s name, contact information, government identifiers, or includes identifiers that could reasonably be anticipated to identify an individual personally by an anticipated recipient.
• “PHI” means: (i) “protected health information” as defined in 45 CFR § 160.103; and (ii) any other patient or health information protected by the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time (“HIPAA”), including the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the “HITECH ACT”).
• “Review Wave Materials” means any documentation, user guides or other similar materials provided by Review Wave to you in connection with your use of the Review Wave Service.
• “Review Wave Service” means any of the Review Wave set of SaaS solutions that are developed, operated, and maintained by Review Wave (and its third-party service providers) and that are subscribed to through a Review Wave branded or controlled website (or Review Wave partner website) that includes a link to these Terms of Service. The definition of Review Wave Service does not include any separate professional Services (as defined below) that may be purchased by you from Review Wave.
• “Services” means any implementation, training or other professional services provided by Review Wave to you pursuant to the terms of an Order Form.
• “Subscription Term” means the use term for the Review Wave Service set forth on your Order Form and any additional renewals of such term.
• “Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227” or “TCPA” means the federal statute governing the use of telephone equipment.
• “Third Party Content” means the content, including software code that a Review Wave partner or other third party may bundle with the Review Wave Service, for a specific market or niche offering.
• “Your Data” means any information that you or your Authorized User(s) upload to the Review Wave Service including, without limitation, registration information, information concerning your Authorized User(s), patients, customers, business, marketing and financial information.
2. TERM & TERMINATION
2.1 Standard Term. Unless a different term is specified in a signed Order Form between you and Review Wave, the initial term of your subscription to a Review Wave Service will begin on the submission or execution of your Order Form. Review Wave offers only an annual subscription plan that is automatically renewed on a continual basis (collectively the “Subscription Term”) , until terminated as provided for in Section 2.2.
2.2 Termination of Annual Subscription
(a) 60-Day Customer Satisfaction Guarantee. You may cancel your annual subscription without penalty within the first sixty (60) days of your first annual subscription period by providing our Quality Control department with express written notice thereof. You may send such notice to support@reviewwave.com. For the avoidance of doubt, no fees shall be refunded upon any such termination. Failure to terminate your subscription within the aforementioned sixty (60) day Customer Satisfaction Guarantee period shall cause your subscription to continue for the entire Subscription Term, unless otherwise terminated in accordance with these Terms of Service.
(b) Termination of Annual Subscription Automatic Renewal. You have signed up for our annual subscription plan and agreed to pay the cumulative monthly subscription fees for the entire Subscription Term; however, you may prevent the annual subscription plan from automatically renewing for additional one-year periods by giving Review Wave written notice not less than sixty (60) days prior to expiration of the then-current Subscription Term.
(c) Termination for Service Level Failure. In the event it is alleged during an annual Subscription Term that you experience a loss of business critical functionality of the Review Wave Service caused by us more than three (3) times during any rolling twelve (12) month period which causes you substantial harm and after the third instance we are unable to cure such alleged issue(s) within thirty (30) days of your written notice to Review Wave, then you may terminate the applicable annual Subscription Service Order (“the Date of Termination”).
2.3 Termination by Review Wave. Review Wave may terminate, in whole or in part, your subscription for the Review Wave Service or any Services, without prior notice to you if you (i) fail to pay any amount when due; (ii) have not otherwise complied with these Terms of Service; or (iii) become insolvent, file a petition for bankruptcy or commence or has commenced against you proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Review Wave’s termination rights are in addition to any suspension rights it may have under these Terms of Service.
2.4. Effect of Termination. Upon termination of the Subscription Term other than cancellation within the first sixty (60) days of your first annual subscription period pursuant to Section 2.2(a), or termination for Service Level Failure in Section 2.2(c) above, all Fees (defined in Section 10 below) then due and payable to Review Wave must be paid in full. Contingent upon its receipt of all such Fees, Review Wave will continue to make Your Data available for downloading through the termination date. In the event an annual Subscription Term is terminated in accordance with Section 2.2(a) or 2.2(c) above, then you shall pay all fees up to the date of termination and shall be relieved of your remaining payment obligations for the remainder of the then current Subscription Term.
3. ACCESS AND USE OF REVIEW WAVE SERVICES.
Review Wave grants you a non-exclusive, non-transferrable (except as provided herein) right to access and use the Review Wave Service during the Subscription Term. You are responsible for each Authorized User’s use of the Review Wave Service in accordance with these Terms of Service. Except as required by law or otherwise permitted by these Terms of Service, you will not permit any third party to use or access the Review Wave Service(s) without our prior written consent.
You agree that during the Subscription Term or the term of any Order Form for Services, you and/or your Authorized User(s) may not use any of Review Wave’s Confidential Information, data, or other content relating to the Review Wave Service on the Platforms, our Services, or user accounts in any manner whatsoever other than for purposes of the subscription for Review Wave Service or the Order Form for Services pursuant to these Terms of Service, and you shall not use any such information to compete, directly or indirectly, with Review Wave or solicit any competitor of Review Wave.
4. COMPLIANCE WITH LAWS AND POLICIES.
4.1 Your access to and use of the Review Wave Service is subject to and must be compliant with all applicable laws, rules, and regulations, including but not limited to those that relate to call recording, privacy, data collection, data security, consumer protection, fair lending, debt collection, disclosure of data, Personally Identifiable Information, and website accessibility requirements (such as the Americans with Disabilities Act).
4.2 HIPAA. The Health Insurance Portability and Accessibility Act (“HIPAA”) relates to the handling of health information, namely, to regulate the transmission of PHI. Review Wave is not a health provider and does not provide any type of medical care, services, or otherwise to patients, or any other person or entities. While the Platforms may be used to store a patient’s PHI, Review Wave does not utilize any PHI or other information for any type of medical care, or other related use. You agree to alert Review Wave in writing if you will be using the Review Wave Service to store or process PHI. To the extent that you do use the Review Wave Service to store or process PHI, then the terms of the Review Wave Business Associate Agreement (“BAA”) will apply to any PHI stored or processed by you using the Review Wave Service and the terms of the BAA are incorporated herein by reference. To the extent necessary, you are solely responsible for obtaining patient consents or authorizations prior to using the Review Wave Service to store or process PHI and prior to allowing access to PHI by Review Wave. You agree to indemnify and hold Review Wave and its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders, employees, agents, licensees, successors and assigns (cumulatively “Review Wave Indemnitees”) harmless from and against any and all liabilities, losses, expenses (including, but not limited to, reasonable attorney’s fees), damages and costs (collectively “Losses”) incurred in connection with any third-party claim, demand or action (including, without limitation, judicial action or administrative proceeding of a regulatory or governmental authority) ( “Claim”) arising from or related to your failure to obtain any such consents or authorizations.
4.3 Review Wave recognizes that BAAs are important to all of our customers. You, as a subscriber, will be required to read and agree to the BAA when you first sign in to a Review Wave Service.
4.4 Review Wave Policies Incorporated by Reference. The following documents are incorporated by reference as though fully included within these Terms of Service and your acceptance of these Terms of Service constitutes your agreement to the policies and terms contained therein:
•Review Wave Privacy Policy (https://www.reviewwave.com/privacy/); • Testimonial Disclaimer Statement (https://www.reviewwave.com/testimonial disclosure-statement/); and the
• Review Wave Order Form.
4.5 You warrant that your business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations, as well as these Terms of Service, in connection with your use of the Review Wave Service, and you agree to indemnify and hold the Review Wave Indemnitees harmless from and against any and all Losses incurred in connection with any Claim arising from or related to your violation of law or breach of this warranty in your use of the Review Wave Service.
5. NOTICE TO MINORS.
Review Wave aims to fully comply with all federal laws and, thus, at a minimum, you must be at least eighteen (18) years of age to use the Platforms. No one under eighteen (18) years of age may provide any personal information, and Review Wave does not knowingly collect personal information from children under the age of eighteen (18). For purposes of this Section, personal information includes, but is not limited to, an individual’s name, address, telephone number, or email address. If we learn we have collected any personal information from anyone under the age of eighteen (18), we will immediately delete that information per the requirements of the Children’s Online Privacy Protection Act and any other applicable laws. If you believe we have received personal information from a child under the age of eighteen (18), please contact us at support@reviewwave.com with a subject heading Terms of Service.
6. USER ACCOUNTS.
In order to use certain features of the Platforms, you and your Authorized Users may need to create a user account. Do not access or use the user account of another without their permission. You agree you shall immediately notify Review Wave of any unauthorized use of your username, password, or any other breach of security whatsoever. In order to safeguard your security, the security of the Platforms, and the user experience of others, you agree to log out of your account at the end of each session on the Platforms. Please remember to exercise particular caution when accessing your account from a public or shared computer so others are not able to view or record your password or other personal information. You may be asked to provide certain registration details or other information when you access or use the Platforms. As a condition of your use of the Platforms, you agree that all the information you provide on the Platforms is correct, current, and complete. We reserve the right to disable any user identification code, username, or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have failed to comply with any provision of these Terms of Service, any other applicable agreement, law, or regulation.
7. THIRD PARTY SERVICE AND SOFTWARE PROVIDERS.
7.1 Mobile Applications. From time to time, we may offer mobile applications for public consumption and/or download (the “Apps”). Please note, Apple, Inc., Google, Inc. or any other third-party provider for the Apps may have separate Terms of Service, which must be followed. You should always read and understand the policies of any third-party provider before making any purchase or downloading any of the Apps.
7.2 In General. To the extent that any Review Wave Service or portion of the Platforms leverages the services of a third-party service providers, you acknowledge and agree that your use of said services may be subject to the terms, conditions, and/or policies of such third-parties; and hereby agree to carefully read such terms, conditions, and policies before you use any third-party service, and you warrant that you will adhere to them in all material respects.
7.3 Third-Party Integrations. The Review Wave Service contains features that enable us to integrate our software into third party software and/or applications (“Software Provider”) (such as your practice management software) in order for us to provide key aspects of our services. By enabling Review Wave to integrate its Review Wave Service with your Software Provider you are representing to us that you have complied with the terms and conditions of your Software Provider in authorizing our access.
To enable our service features, you give us express permission and consent to access your server(s) in order to integrate the Review Wave Service. These integration requirements may change from time-to-time and Review Wave will post notifications of these changes. Your continued use of the Review Wave Service serves as your express consent to update our integration procedures with the required Software Provider.
8. REVIEW WAVE TECHNOLOGY.
Review Wave may make available technology to you on the Platforms or in connection with the Review Wave Service. These include, but are not limited to the following:
8.1 Call Recording. When a calling party initiates a call to a tracking phone number, Review Wave will, at your discretion, 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 and complying with the local laws in the relevant jurisdiction, including without limitation, those of the Federal Telephone Consumer Protection Act (“TCPA”) when using this feature. Review Wave provides the ability to play a customizable voice message at the beginning of each call to alert callers that the call will be recorded. If you choose to record telephone calls, you expressly agree and acknowledge that: (1) you are authorized to make incoming call recordings of the intended call recipient and have received their consent; (2) you have indicated to the call recipient at the beginning of the call that their call is being recorded; (3) you have provided a mechanism to your intendent call recipient(s) where they can opt-out of calls recorded by you; and (4) Review Wave 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 Personally Identifiable Information. You either: (1) authorize
Review Wave 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 (2) make the necessary arrangements to ensure that the caller is provided with the necessary warning about the presence of any recordings made of a call in accordance with the law.
8.2 Voicemail. Review Wave may provide optional voicemail services, which may include premium transcription services. In order to provide transcription services, Review Wave may leverage third-party transcription providers. If you subscribe to the voicemail service and wish to opt-out of voicemail transcription services, please contact our support team.
8.3 Call Transcriptions. Review Wave may make available technology that offers you and/or your Authorized User(s) the ability to transcribe the conversation on incoming telephone calls and voicemail messages (if requested by you). When a calling party initiates a call to a tracking phone number, Review Wave will, at your discretion, create a digital audio recording of the telephone call, transcribe the call (potentially using a third-party provider) and display the transcription to you and/or your Authorized User(s).
8.4 Postcard Product. By opting in to use Review Wave’s postcard product, you will be subject to the service fees charged per printed postcard. It is your responsibility to ensure that any custom content you submit is correct, and if you submit incorrect information, such as misspellings, grammatical errors, etc., you agree to pay any and all associated correction fees.
8.5 Listing Services. Review Wave may offer a complimentary listing service (the “Listing Service”) under which your business information and customer reviews (collectively, the “Business Information”) are submitted to search engines, indexes and websites. You agree to participate in the Listing Service and allow Review Wave to make this data available and provide registration services to third party sites. You acknowledge that such third party sites may or may not, in their sole discretion, accept the submissions. While you subscribe to the Review Wave Service, Review Wave will make commercially reasonable efforts to ensure the accuracy and confidentiality of the information we provide to third party sites under the Listing Service. Review Wave has no control over websites or resources that are provided by companies or persons other than Review Wave. Additional tools may be available from third parties to provide additional updates to your information, and if you use such services, Review Wave shall have no liability for any claim arising out of the combination of such services with the information provided by the Listing Service. If you no longer have an active subscription, Review Wave may remove Your Data and any consumer reviews from websites controlled by Review Wave, at our sole discretion. You may make a specific request in writing to Review Wave to remove Your Data from websites controlled by Review Wave. Review Wave is not obligated to request that Your Data and any consumer reviews are removed from third party websites. Upon expiration or termination of your Subscription Term, Your Data and any consumer reviews may remain in any data feeds provided to third parties under the Listing Service. Review Wave reserves the right to terminate the Listing Service as to you or any other user at any time for any reason or no reason.
You represent and warrant that you have obtained all necessary consents and/or approvals to use Your Data, specifically including any Personally Identifiable Information of third parties, to contact such third parties identified in Your Data through the applicable Review Wave Service. You acknowledge and agree that Review Wave may use any and all Personally Identifiable Information of such third parties in conjunction with the Review Wave Service you have elected to use. You acknowledge and agree that Review Wave shall not be liable for and that you will defend, indemnify, and hold harmless the Review Wave Indemnitees from and against any and all Losses incurred in connection with any Claim arising from the use of the third party Personally Identifiable Information, specifically including any contact made with third parties in association with the Review Wave Service you have elected to use.
8.6 Text Messaging Services. When referred to in these Terms of Service, "Text Messaging" or "Text Message(s)" refers to SMS (Short Message Service), MMS (Multimedia Messaging Service), and/or RCS (Rich Communication Services) messaging, and includes bulk texting (the sending of a single text to many recipients) and texts sent to a single recipient. This Section applies to all Review Wave Text Messaging Services, including our optional Services that may be available to you for an additional fee such as Text Message appointment reminders, bulk Text Messaging Services, and other optional Service offerings.
8.6.1 Text Messaging Compliance. Your use of Review Wave's Text Messaging Services is subject to your compliance with all applicable laws, regulations, and generally recognized cellular telephone industry guidelines, including (without limiting the generality of the foregoing): the federal Telephone Consumer Protection Act (“TCPA”); the federal Telemarketing and Consumer Fraud and Abuse Prevention Act; the federal Children's Online Privacy Protection Act, the Do-Not-Call Implementation Act; the Federal Trade Commission Act; the California Consumer Privacy Act and California Privacy Rights Act, and other state privacy, data security, data breach notification, and consumer protection laws; HIPAA and the HITECH ACT; and the Cellular Telecommunications Industry Association's ("CITA") Messaging Principles and Best Practices including its "SHAFT" regulations that prohibit sending content containing Sex, Hate, Alcohol, Firearms and Tobacco (including cannabis and CBD). You acknowledge that Review Wave may block the sending of non-compliant Text Messages; however, it is your responsibility to only send Text Messages that comply with all applicable laws, regulations, and generally recognized cellular telephone industry guidelines.
As a matter of practice, Review Wave requires that you obtain the necessary consent from the parties to be contacted via Text Message prior to utilizing Review Wave's Text Messaging Services and you specifically represent that you shall comply with all laws and regulations, and all generally recognized cellular telephone industry guidelines applicable to Text Messaging in the relevant local jurisdiction, including without limitation the TCPA and CITA's SHAFT regulations, when using this feature. Additionally, if you choose to use our Text Messaging Services, you expressly agree and acknowledge that: (1) you are authorized to make outbound Text Messages to the intended recipients and have received and confirmed their clear consent; (2) you have notified your Text Messaging recipient in advance that Text Messages will be sent from you; (3) you have notified your Text Messaging recipient in advance of the general nature of the Text Messages that will be sent from you; (4) you have notified your Text Messaging recipient in advance of the frequency of recurring Text Messages that will be sent from you; (5) you have notified your Text Message recipient in advance that carrier fees may apply to their receipt of the Text Message from you; (6) you have provided a mechanism to your intended recipient(s) to opt-out of receiving Text Messages from you and informed the recipient(s) how to opt-out; and (7) Review Wave shall have no liability whatsoever in respect of any use made by you, your employee, contractor, officer, agent, authorized representative or third party, of our Text Messaging Services, the text message and its contents, and/or of any Personally Identifiable Information. You acknowledge and agree that Review Wave shall not be liable for and that you will defend, indemnify, and hold harmless the Review Wave Indemnitees from and against any and all Losses incurred in connection with any Claim arising from your use of Text Messaging, specifically including any contact made with third parties via Text Messaging in association with the Review Wave Services you have elected to use.
8.6.2 Text Messaging and Security of PHI. Review Wave acknowledges the convenience of Text Messaging as a communication tool. However, due to the inherent security risks associated with Text Messaging, it is not advised as a suitable channel for the exchange of PHI. Text messages are typically unencrypted and can be intercepted or accessed by unauthorized parties, posing significant risks to the confidentiality and integrity of PHI. You are advised to use secure and compliant channels for any communication involving PHI. Should you choose to incorporate PHI into text messages, you acknowledge that doing so is at your own risk, potentially resulting in a breach of patient confidentiality and non-compliance with HIPAA regulations and other applicable privacy laws.
8.6.3 Scheduling Widget. Review Wave may offer or make available a scheduling widget which will allow your patient or customer to schedule an appointment with you or one of your providers. By utilizing this scheduling widget and making its use available to your patients or customers, you agree that prior to your patients or customers utilizing our scheduling widget you will obtain their express consent and acknowledgment: 1) to be contacted by you via telephone, email, and/or Text Message; 2) that carrier charges may apply with respect to Text Messages; and 3) that Review Wave has provided a mechanism for them to opt-out of these communications by emailing us to remove them from this scheduling service at support@reviewwave.com.
8.7 Bulk Email Services. Review Wave may provide optional bulk email services, which may include additional related fees. As a matter of good practice and anti-spam compliance, Review Wave recommends that you obtain and comply with the local anti spam laws of the jurisdictions where you intend to send emails to prior to utilizing our bulk email services. For US based email recipients, the US CAN-SPAM Act applies and you agree to abide by the recommendations as listed by the Federal Trade Commission Guidelines located at https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business. By way of example, you explicitly warrant to your email recipients that: 1) the header information is not false or misleading (including the to and from in the email addresses or domain names); 2) the subject line accurately reflects the contents of the email message; 3) the message is an advertisement; 3) you have disclosed to your recipients where you are located (e.g. a valid US postal address or PO Box); 4) you have given clear instructions on how to opt-out of future email messages; and 5) you will promptly honor opt-out requests (e.g. within ten (10) business days). Before utilizing our bulk email services, you specifically represent that you have complied with the local laws in the relevant jurisdiction, including without limitation, those of the US CAN-SPAM Act and specifically the FTC guidelines linked above when using this feature. Additionally, if you choose to use our bulk email services, you expressly agree and acknowledge that: (1) you authorize Review Wave to make outbound email messages on your behalf; (2) you have complied with local email laws in the relevant jurisdiction without limitation; and (3) Review Wave shall have no liability whatsoever in respect of any use made by you, your employee, contractor, officer, agent, authorized representative or third party, of the email message and its contents, and/or of any Personally Identifiable Information.
8.8 Search Engine Optimization (“SEO”) Services. Review Wave may offer or make available SEO services which may include additional Fees. SEO services offered may include, but are not limited to, providing a dashboard to manage your business listings across the internet with approximately 60 different sites (sites are subject to change).
8.8.1 SEO Limitations and Disclaimers. Review Wave has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. As a result, your website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Review Wave does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. Google has been known to use a filter (often referred to as the “Google Sandbox”) that can hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. Review Wave assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO.
8.8.2 Your SEO Obligations. In order for Review Wave to provide SEO services, you agree: 1) to enter your information into the Review Wave Service software including but not limited to the following: Business Name, Address, Phone Number, Categories, Website, and Description; and 2) to provide authorization to use your pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Review Wave for search engine optimization purposes.
8.8.3 Your SEO Warranties. You represent and warrant that you own any and all elements of text, graphics, photos, designs, trademarks, or other artwork provided to
Review Wave for inclusion on the website reference in 8.9.2, or that you have received permission from the rightful owner(s) to use each of the elements, and further, you agree that you will hold harmless, protect, and defend Review Wave and its subcontractors from any liability or suit arising from the use of such elements.
8.9 Unified Inbox. Review Wave provides unified inbox services, whereby one or more of your inboxes for e-mails/messages from separate providers may be aggregated into a single, unified, inbox (the “Unified Inbox”).
You hereby warrant that your use of the Unified Inbox service will be in strict accordance with these Terms of Service and any terms, conditions, or policies governing your use of the third-party e-mail and/or messaging services from which you are importing, reading, accessing, or sending messages, or on which you are otherwise manipulating messages, via the Unified Inbox.
You acknowledge and agree that Review Wave shall not be liable for and that you will defend, indemnify, and hold harmless the Review Wave Indemnitees from and against any and all Losses incurred in connection with any Claim arising from the use of the Unified Inbox.
8.10 VOIP Services. Review Wave provides access to voice over internet protocol (“VoIP”) services, giving you the ability to make voice calls over the internet. For the purposes of these Terms of Services, any such voice calls made over the internet using such services shall be subject to the same terms, restrictions, and other conditions as a voice call made over a traditional telephone system, including but not limited to Sections 8.1 and 8.3 herein.
VoIP services may leverage the services and/or technologies of a third-party service provider.
8.11 Calendar Services. Review Wave shall not be liable to you for any failure or malfunction of its calendaring service. You are solely responsible for maintaining backups of Your Data, including but not limited to any information stored on the Review Wave calendaring service.
8.12 Domain Registration. Review Wave provides domain registration services. You agree to all agreements, guidelines, policies, practices, procedures, registration requirements or operational standards of the top-level domain (“TLD”) in which you register any domain (“Registry Policies”); and to comply with all ICANN requirements, standards, policies, procedures, and practices, all of which are hereby incorporated by reference herein.
You acknowledge and agree that Review Wave may modify these Terms of Service in order to comply with any terms and conditions set forth by (i) ICANN and/or (ii) any registry applicable to the TLD or country code top level domain (“ccTLD”) you register. This Section 8.12 shall survive the expiration or termination of these Terms of Service for any reason.
8.12.1 Registration Requirements. To the extent any TLD or ccTLD requires you meet eligibility (e.g., residency for .JP, .EU, etc.), validation (e.g., DNS validation) or other authentication requirements as a condition to registering a domain name, by submitting an application or registering or renewing your domain name, you represent and warrant that: (a) all information provided (including all supporting documents, if any) is true, complete, correct, and not misleading in any way, and the application is made in good faith; (b) you meet, and will continue to meet, the eligibility criteria prescribed in the Registry Policies for the duration of the registration; (c) you have not previously had your application for the domain name with another registrar rejected using the same eligibility criteria; (d) you acknowledge and agree that even if the domain name is accepted for registration, your entitlement to register the domain name may be challenged by others who claim to have an entitlement to the domain name; and (e) you acknowledge and agree that the Registry or the registrar can cancel the registration of the domain name if any of the information provided is found to be untrue, incomplete, incorrect or misleading.
8.12.2 TLD Specific Provisions. You agree that your use and registration of any TLD adheres to all applicable terms, including but not limited to any terms restricting the purpose of use of the domain name; or otherwise placing requirements on the individual or entity registering the domain name, or its purpose of use.
You represent and warrant that you meet the eligibility requirements of each TLD and ccTLD you apply for. You further agree to be bound by any registry rules, policies, and agreements for that particular TLD or ccTLD. These may include, but are not limited to, agreeing to indemnify the TLD or ccTLD provider, limiting the liability of the TLD or ccTLD provider, and requirements that any disputes be resolved under that particular country's laws.
By way of example and without limiting the foregoing, .BIZ domain names must be used primarily for business or commercial purposes; .NAME registrations are limited to sending 500 e-mails at a time; .REISE registrations should be used for purposes dedicated to travel topics; .SEXY domain names shall not permit content unsuitable for viewing by a minor to be viewed from the main or top-level directory; .JP registrations require a local presence in Japan; and so on and so forth. You are solely responsible for your adherence with all applicable agreements, terms, conditions, restrictions, policies, and regulations.
8.12.3 Ownership. You acknowledge and agree that registration of a domain name does not create any proprietary right for you, the registrar, or any other person in the name used as a domain name or its registration. You acknowledge and agree that the entry of a domain name in the registry shall not be construed as evidence or ownership thereof. You shall not in any way transfer or purport to transfer a proprietary right in any domain name registration or grant or purport to grant as security or in any other manner encumber or purport to encumber a domain name registration.
8.12.4 Applicable Laws. You agree to adhere to all applicable laws, including but not limited to those that relate to privacy, data collection, data security, consumer protection, fair lending, debt collection, disclosure of data, Personally Identifiable Information, and website accessibility requirements (such as the Americans with Disabilities Act).
8.12.5 Your Information. You agree to provide all of the following pieces of information for each domain name registered: postal address, email address, telephone number, and if available, a facsimile number; and, if a different person or different people, the same contact information for a technical contact, an administrative contact, and a billing contact. You are responsible for keeping all of your registration information current and accurate. You agree to notify Review Wave at support@reviewwave.com within five (5) business days when any information provided during your registration changes.
You acknowledge and agree that domain name registration requires that your contact information, in whole or in part, be shared with the registry operator, for their use, copying, distribution, publication, modification and other processing for the purpose of administration of the domain name registration, which may require such information be transferred back and forth across international borders, to and from the U.S. to the EU, for example. As required by ICANN or for certain ccTLDs (.am, .com.au, .net.au, .org.au, .ca, .cz, .fr, .it, .jp, .co.jp, .kr, .co.kr, .ne.kr, .re.kr, .no, .co.nz, .net.nz, .org.nz, .vg, .se, .so, .sg, .com.sg, .tw, .com.tw, .net.tw, .org.tw, .uk, .co.uk, .me.uk, .org.uk, .us), this information may be made publicly available by the registry operator via Whois or its successor protocol (collectively referred to as the “Whois" Directory) that is beyond, and not subject to, Review Wave’s control. Both Review Wave and the registry operator may be required to archive this information with a third-party escrow service.
Further, you represent and warrant that, if you are providing information about a third party, you have notified the third party of the disclosure and the purpose for the disclosure and you have obtained the third party's consent to such disclosure.
You agree that for each domain name registered by you the following information may be made publicly available in the Whois Directory as determined by ICANN or the Registry Policies and may be sold in bulk as set forth in the ICANN agreement:
• The domain name;
• Your name and postal address;
• The name, email address, postal address, voice and fax numbers for technical and administrative contacts;
• The Internet protocol numbers for the primary and secondary name servers;
• The corresponding names of the name servers;
• The original date of registration and expiration date;
• The name of primary name server and secondary name server; and • The identity of the registrar.
Review Wave may make use of such publicly available information provided by you to the extent permitted by ICANN.
In order for us to comply with any current or future rules and policies for domain name systems including any rules or policies established by the CIRA or any provincial or federal government or by other organization having control or authority to establish rules or policies, you hereby grant to us the right to disclose to third parties the following information that you are required to provide when applying for a domain name:
1. The domain or sub-domain name(s) registered by you;
2. Your organization name, type and postal address;
3. The name(s), position(s), postal address(es), e-mail address(es), voice telephone number(s) and where available the fax number(s) of the technical and administrative contacts for your domain or sub-domain name(s);
4. The full hostnames and Internet protocol (IP) addresses of at least two (2) name server hosts (one primary and at least one secondary) for your domain or sub-domain name. Up to six (6) name servers may be specified. If a host has more than one (1) IP address, use a comma separated list;
5. The corresponding names of those name servers;
6. The original creation date of the registration; and
7. The expiration date of the registration.
We may be required to make this information available in bulk form to third parties. We may also transfer or assign this information to CIRA or such other third party as we may decide, in our sole discretion.
8.12.6 No Refunds. Domain name registration fees are non-refundable, even if registration is denied (e.g., due to inability to verify your country of residence if so required).
8.12.7 Indemnity. You agree to defend, indemnify and hold harmless the Review Wave Indemnitees, the registry operator, the registry service provider, and their subcontractors, subsidiaries, affiliates, divisions, shareholders, directors, officers, employees, accountants, attorneys, insurers, agents, predecessors, successors and assigns from and against all any and all Losses incurred in connection with any Claim that may, at any time, arise out of or relate to your use of, or inability to use, the domain name registration, including but not limited to the use, registration, extension, renewal, deletion, and/or transfer thereof and/or the violation of any applicable terms or conditions governing the registration. IN NO EVENT SHALL REVIEW WAVE OR THE REGISTRY OPERATOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE THE DOMAIN NAME, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF THE REGISTRY OPERATOR OR REVIEW WAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.13 Website Hosting. Review Wave provides website hosting services. that place your website and/or content on one or more servers and assign it an IP Address.
8.13.1 IP Address. Review Wave does not warrant that you will be able to maintain your IP address. You acknowledge and agree that it may be necessary to change your IP address.
8.13.2 Hosting Services Termination. Upon expiration or termination of your hosting services, you shall immediately discontinue use of the hosting services and relinquish all use of the IP addresses and server names assigned to you in connection therewith, including but not limited to pointing the DNS for your domain names away from our servers. All of your content will be irretrievably deleted upon cancellation of your hosting services.
8.13.3 Justification. Upon Review Wave’s request, you shall provide a justification in connection with your use of the hosting services, including but not limited to your reasons for acquiring hosting services and/or purchasing any IP addresses, and any and all information reasonably sought by Review Wave in connection therewith. You acknowledge and agree that your name and justification may be disclosed to certain registries including, but not limited to, the American Registry of Internet Numbers, and such information may be displayed publicly on the Whois database.
8.13.4 Appropriate Use. You shall not use our servers or your website as a source, intermediary, reply to address, or destination address for abusive activities, including but not limited to mail bombs, Internet packet flooding, packet corruption, denial of service attacks, or other activities that threaten the stability of our network or will damage the systems of, or cause a disruption of internet services to, Review Wave, our customers, or third-parties. Review Wave may remove sites containing inappropriate content at its sole discretion. Use of your website as an anonymous gateway is prohibited. The use of software or scripts that cause server load beyond a reasonable level, as determined at our sole discretion, is strictly prohibited. Review Wave reserves the right to remove your website temporarily or permanently from our servers if you are in violation of these Terms of Service, any applicable law or regulation, or the activities on your site affect or threaten the performance of our network. Review Wave reserves the right to scan your hosted account for malicious content (e.g., malware), and, in our sole and absolute discretion, remove such content for security purposes.
8.13.5 Storage of Website or Server Content. You shall be solely responsible for: a.) loss or damage of your website or server content; b.) backing up your website and server content; and c.) securing your website and server content.
Review Wave may carry out a forensic examination in the event of a compromise to your server or account.
8.13.6 Website Content. You are solely responsible for your website and/or server content; and any files, pages, data, works, information, materials, and/or content that is on, within, displayed, linked, or transmitted to, from, or through your website or server. To the extent that you provide us with access to a third party hosting account for the purposes of providing services hereunder, you warrant that you are authorized to do so.
8.13.7 Indemnity. You agree to defend, indemnify and hold harmless the Review Wave Indemnitees from and against any and all Losses incurred in connection with any Claim that may, at any time, arise out of or relate to your website or server content that is hosted pursuant to these hosting services. IN NO EVENT SHALL REVIEW WAVE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE THE HOSTING SERVICES, YOUR WEBSITE OR YOUR SERVER CONTENT, YOUR LOSS OF DATA OR FILES, OR OTHERWISE, EVEN IF REVIEW WAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.13.8 Compliance with Regulations. You shall be solely responsible for compliance with any applicable regulations, including but not limited to PCI (Payment Card Industry), HIPAA (Health Insurance Portability and Accountability Act), and ADA (the Americans with Disabilities Act). Review Wave makes best efforts to comply with regulations such as PCI and HIPAA with respect to website hosting, but does not warrant compliance therewith.
8.14 Insurance Eligibility and Co-pay Information Services. Review Wave may provide vision and medical insurance eligibility information as part of the Review Wave Service on the Platforms.
8.14.1 Accuracy of Eligibility Information. Review Wave obtains insurance eligibility information from a variety of sources and relies on the source for accuracy. Review Wave makes best efforts to ensure that the insurance eligibility information provided is correct and accurate, but makes no warranties as to its accuracy. You acknowledge and agree that Review Wave shall not be liable for any inaccuracies in the insurance eligibility information provided.
8.14.2 Co-pay Estimates. Review Wave’s co-pay estimates are the result of complex calculations based on insurance eligibility information, exams, and eyewear related sales. Review Wave makes best efforts to ensure that the co pay estimates are correct and accurate, but makes no warranties as to accuracy. You acknowledge and agree that Review Wave shall not be liable for any inaccuracies in the co-pay estimates provided.
8.15 Electronic Health Record Services. Review Wave may provide cloud-based Electronic Health Record (“EHR”) services including associated electronic medical record services, practice management services, claim management services and other operations workflow solutions.
8.15.1 Purpose and Use. The purpose of the EHR services is to store Your Data, including Personally Identifiable Information and PHI, and (i) to make it available to you and your Authorized Users for any legal purpose, including treatment, payment and health care operations; and (ii) to facilitate the sharing of individuals’ health information among users and other parties with whom you or your Authorized Users elect to share such information. To the extent that you do use the Review Wave Service to store or process EHRs, then the terms of the Review Wave Business Associate Agreement (“BAA”) will apply to any PHI stored or processed by you using the Review Wave Service and the terms of the BAA are incorporated herein by reference. You are solely responsible for using the EHR service in compliance with these Terms of Service and all applicable law, including laws relating to the maintenance of the privacy, security, and confidentiality of patient and other health information. You will not grant any user, including your Authorized Users, any rights to access or use the EHR services that they would not be allowed to have under applicable laws. We ofer no assurance that your use of the EHR services under these Terms of Service will not violate any law or regulation applicable to you.
8.15.2 Indemnity. You hereby agree to indemnify, defend, and hold harmless Review Wave, and our afliates, ofcers, directors, employees and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) the use of the EHR services by you or your Authorized Users; (b) any breach by you or your Authorized Users of any representations, warranties or agreements contained in these Terms of Service; (c) the actions of any person gaining access to the EHR services under credentials assigned to you or any of your Authorized Users; or (d) your negligent or willful misconduct, or that of any of your Authorized Users. Your indemnifications obligations in these Terms of Service (including this Section 8.15.2) are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in these Terms of Service or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.
9. YOUR DATA.
9.1 Ownership and Use. As between you and Review Wave, you own all title and intellectual property rights to Your Data. You have sole responsibility for the accuracy, quality, integrity, and legality of Your Data, and for obtaining all rights related to Your Data required by Review Wave to provide the Review Wave Service. In connection with the provision of the Review Wave Service(s), as applicable, you grant Review Wave the right to host, use, process, store, display and transmit Your Data to provide the Review Wave Service pursuant to and in accordance with these Terms of Service, the Order Form, the Review Wave Privacy Policy and the Review Wave BAA. We may use Your Data for the proper management and administration of the Services, Review Wave Service(s) and our business, and to carry out our legal responsibilities. In addition, you acknowledge that we may share Your Data with third parties if we in good faith determine that disclosure of Your Data is necessary to (i) comply with a court order, warrant or other legal process, (ii) protect the rights, property or safety of Review Wave or others, (iii) investigate or enforce suspected breaches of these Terms of Service, or (iv) allow our third-party partners to comply with their obligations under federal or state law.
9.2 Storage, Security, and Backup of Your Data. To the extent that any of Your Data is stored via your third-party service providers or otherwise by you, you shall rely on yourself or your third-party service providers to adhere to industry standards and practices in the storage, safeguarding and preservation of Your Data, including, without limitation: (a) performing regular backups and ensuring the security (i.e., both physical and unauthorized remote access) of all equipment used to store or host Your Data; (b) implementing and maintaining appropriate administrative, physical and technical safeguards to protect information within the Review Wave Service(s); (c) maintaining appropriate security with regard to all personnel, systems, and administrative processes used by you or your Authorized Users to transmit, store and process information through the use of the Review Wave Service(s); and (c) immediately notifying us of any breach or suspected breach of the security of the Review Wave Service(s) of which you become aware, and you will take such actions to mitigate the breach or suspected breach as we may direct, and will cooperate with us in investigating and mitigating the same. Although Review Wave makes reasonable efforts to provide proper care and skill in delivering its Services and its Review Wave Service(s), Review Wave makes no guarantee, warrant, or covenant that any data or content you access and/or store via the Review Wave Services will not be accidentally lost, corrupted, or damaged. You agree and acknowledge that it is your sole responsibility to back up any important data or content on your device(s) and/or computer(s).
10. FEES.
The fees for the Review Wave Service and any additional Services (“Fees”) are set forth in the Order Form and are payable in advance, irrevocable, and non-refundable except as set forth in the Order Form and these Terms of Service. You agree to provide Review Wave with complete and accurate billing and contact information. Where payment by credit card is indicated in the Order Form, or you otherwise provide Review Wave with credit card information, you authorize Review Wave to bill such credit card: (a) at the time that you order the Review Wave Service or other Services set forth in the Order Form; (b) for any billing frequency otherwise established in the Order Form; and (c) at the time of any renewal for the amount charged plus any applicable sales taxes for any renewed Subscription Term.
Where payment by automated clearing house ("ACH") transfer from Your designated operating account ("Payment Account") directly to Review Wave is indicated in the Order Form or you otherwise agree to ACH payment: (x) You agree to deliver to Review Wave the ACH payment details and to undertake all required actions and execute any required documents, instruments or agreements necessary for Review Wave to initiate ACH transfers from the Payment Account to Review Wave; and (y) You authorize such ACH payment in the amounts, whether fixed or variable, and at the frequency permitted under the Order Form or these Terms of Service.
10.1 BAA Modification Fees. If you request minor modifications to the Review Wave BAA, Review Wave charges a non-refundable fee of $150 USD. Review Wave shall cooperate in good faith to finalize the proposed modifications; however, Review Wave reserves the right to final approval, not to be unreasonably withheld, of such modifications.
11. NON-PAYMENT; OTHER SUSPENSION RIGHTS OR REMEDIES.
Review Wave may terminate the Review Wave Service if the billing or contact information provided by you is false or fraudulent. Review Wave also reserves the right, in its sole discretion, to suspend your access to and/or use of the Review Wave Service: (a) where any payment is due but unpaid and you fail to promptly cure such payment failure after our request; or (b) if a dispute arises as to who at your business has authority to act or manage your account and Review Wave is not promptly provided with written instructions from the interested parties associated with your account that fully resolves the dispute. You acknowledge and agree that if a dispute arises as to the management of your account, then: (x) Review Wave may rely on public records (to the extent available) concerning the appropriate authorized executives or managers if the listed owner of the account is a corporation, limited liability company, or other registered business entity; or (y) if the listed owner is a dba, sole proprietorship, or any other entity for which public records of control are not readily accessible online, Review Wave may infer that the person or entity that has been making payments on your account has the authority to manage the account. You agree that Review Wave shall not be liable to you or any third party for any suspension of the Review Wave Service resulting from your non-payment of fees or from a dispute as to the management rights to your account.
11.1 Our Remedies if You Pay Late or Fail to Pay. You may be billed fees, charges, and assessments related to late or non-payments if for any reason we do not receive payment for full amounts billed to you by the due date. YOU WILL BE ASSESSED A LATE FEE OF 10% PER MONTH FOR ANY AMOUNT THAT HAS NOT BEEN PAID IN FULL AFTER 45 DAYS FROM THE DATE THE INVOICE WAS SENT. We do not anticipate that you will fail to pay on a timely basis, and we do not extend credit to customers. The costs associated with late payments and non-payments are difficult to calculate or to predict and you acknowledge and agree that any fees, charges, and assessments due to late payment or nonpayment are liquidated damages intended to be a reasonable estimate of our costs resulting from late payments and non-payments.
11.2 Collection Costs: If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable costs of collection, including, but not limited to, any collection agency fees, reasonable attorneys’ fees, and arbitration or court costs. You agree to notify us if you change your telephone number or other contact information. If you change your telephone number or other contact information without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us or our collection agency as a result of any attempt to collect any debt through the telephone number or contact information you provided, including any costs or liabilities associated with misdirected calls.
11.3 Suspension/Disconnect: If you fail to pay the full amount due for any or all charges then we, in our sole discretion and in accordance with and subject to applicable law, may suspend or disconnect access to the Review Wave Service you receive without a reduction in the fee or charges for access to the Review Wave Service.
11.4 Reconnection Fees and Related Charges. If you resume access to the Review Wave Service after any suspension your access to and/or use of the Review Wave Service, additional activation fees may apply. These fees are in addition to all past due charges and other fees. Reconnection of the Review Wave Service is subject to our credit policies, these Terms of Service, and applicable law.
12. PURCHASES THOUGH THE PLATFORMS.
12.1 Payment Transactions. If you wish to purchase any product or service made available through the Platforms (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any transaction. By submitting such information, you grant to Review Wave the right to provide such information to third parties for purposes of facilitating the completion of any Transaction initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
12.2 Your Responsibilities. You agree that by placing an order on the Platforms, you are entering into a binding contract with Review Wave and agree to pay all charges that may be incurred by you or on your behalf through the Platforms, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any product purchased from Review Wave. By placing an order, you represent that the products ordered will be used only in a lawful manner.
12.3 Disclaimer and Reservation of Rights. All descriptions, images, references, features, content, specifications, products, and prices of products and services described or depicted on the Platforms are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on the Platforms does not imply or warrant that these products or services will be available. Review Wave reserves the right, with or without prior notice, to do any one or more of the following: (a) limit the available quantity of or discontinue any product or service; (b) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (c) bar any user from making or completing any or all Transaction(s); and (d) refuse to provide any user with any product or service.
13. INTELLECTUAL PROPERTY OWNERSHIP OF THE WORKS.
Unless otherwise noted, all content on the Platforms, including any names, logos, trademarks, service marks, brand identifiers, copyrights, trade dress, or other intellectual property appearing on the Platforms, including the organization, compilation, look and feel, illustrations, graphics, artworks, videos, music, templates, software, and other works of the Platforms (the “Works”) are owned by Review Wave or used with permission of third party licensors (the “Owners”), and are protected under copyright, trademark, and other intellectual property and proprietary rights laws. All right, title, and interest to the Works remain with Review Wave and/or the Owners. Nothing herein shall be interpreted to grant you a license to use any of the Works without permission from Review Wave and/or the Owners, except for any limited rights expressly granted in these Terms of Service.
14. CONTENT FROM THIRD PARTIES.
Any and all content from third parties is for informational purposes only and Review Wave does not verify the accuracy or truthfulness of any material. Specifically, Review Wave does not independently verify such information. Review Wave does not independently verify the accuracy or truthfulness with respect to the operation of any of the locations identified in the Platforms, including the hours of operation, availability of certain products/services, or otherwise.
15. CONTENT POSTED BY USERS.
Any and all content (including replies to reviews or testimonials) posted by you to the Platforms, to Review Wave’s social media pages, or any other area to which you may have access to or the ability to post content must comply with these Terms of Service, any other agreement controlling your relationship with Review Wave, and all applicable federal, local, or state laws and regulations; and you hereby grant an irrevocable, fully prepaid-up, royalty-free, perpetual license to Review Wave to use such posted content.
By using the Platforms, you are agreeing to these Terms of Service and warrant that: (a) you have obtained the necessary permissions of any and all third parties for any content posted and/or otherwise made available by you; (b) to the best of your knowledge, any and all content posted and/or otherwise made available by you is truthful and accurate, and not misleading in any manner; and (c) in your posting and/or sharing of the content, you are not violating any applicable law, regulation, code, rule, court order, or decision of an administrative body, including, without limitation, those relating to intellectual property, privacy, defamation, or advertising. For purposes of clarity, you specifically agree to comply with all local, state and federal laws including but not limited to HIPAA as it relates to PHI. If you are unsure whether the content you are considering posting relates to any HIPAA and/or PHI measure, you agree to seek independent counsel before posting said content.
You further agree to indemnify, defend, and hold harmless the Review Wave Indemnitees from and against any and all Losses incurred in connection with any Claim arising from content you post and/or otherwise make available to the Platforms, to Review Wave’s social media pages, or any other area to which you may have access to or the ability to post content.
15.1 TESTIMONIAL DISCLAIMER STATEMENT.
In the event you decide to submit a testimonial review regarding the Review Wave Services, you agree and acknowledge to be bound to the terms and conditions located at https://www.reviewwave.com/testimonial-disclosure-statement/.
16. RESTRICTIONS ON USE.
Except as expressly provided herein, nothing on the Platforms shall be construed as granting or conferring any license under Review Wave’s and/or the Owners’ intellectual property rights, whether by estoppel, implication, or otherwise. Notwithstanding anything herein to the contrary, Review Wave may revoke any of the foregoing rights and/or your access to the Platforms, or any part thereof, including blocking your IP address, at any time without prior notice.
You are expressly prohibited from using any Front-End Code for any purpose outside of the intended design and implementation of your authorized use of the Review Wave Service. Any replication or use of any aspect of the Front-End Code or other Review Wave Service application or Services for any purpose designed or intended to compete, directly or indirectly, with any Review Wave Service is strictly prohibited.
17. TECHNICAL SUPPORT.
During the Subscription Term, you will be entitled at no extra charge to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, “Technical Support”) for the Review Wave Service offered by Review Wave from time to time, the terms of conditions of which may be described and updated from time to time on the support or customer care sections of the relevant Review Wave Platform. Review Wave reserves the right to modify the posted terms and conditions for Technical Support, at any time in its sole discretion.
You agree that Review Wave may remotely log-in to your computers, devices, and systems for purposes of providing technical support, training, or other Services and the Review Wave Service, including, without limitation, technical trouble shooting, answering questions, benchmarking and providing training to you or your personnel. Remote login may be conducted through the use of third party entities. You further agree that Review Wave may also remotely log-in at any time as necessary or appropriate, in our sole determination, to maintain our Review Wave Services. Review Wave reserves the right to log off accounts that are inactive for an extended period of time. In addition, Review Wave may quarantine messages with suspicious attributes. Review Wave also may modify any domain and user settings with or without notice, including without limitation, altering settings so that spam or bulk e-mail is denied, rather than being quarantined, to avoid space capacity issues which jeopardize the technical or economic viability of the services offered, or the system used to implement the services. You agree that Review Wave may automatically check the version of a Review Wave Service that you are utilizing and may provide updates or upgrades remotely via the Internet. You consent to the receipt of updates or upgrades by means of download to your computers and systems. You agree to keep your computers powered on during the Review Wave Services runtimes that you specify. You must add Review Wave or its third-party affiliate to the “allowed” list of programs and ensure that your firewall and anti-virus software programs do not block us. Additionally, your practice management software must always be accessible by Review Wave. If you are upgrading or changing your computer systems, it is your responsibility to contact Review Wave at support@reviewwave.com or at support@getclerk.com if you are a Clerk subscriber.
19. SOCIAL MEDIA AND LINKED SITES.
From time to time, the Platforms may include features and functionality that allow you to interact with other sites that are not under our control (“Linked Site”), including various social media pages (“Social Media Site”). Review Wave provides these features, functionality, and links to you as a courtesy for your convenience and does not endorse any Linked Site or Social Media Site. Review Wave is not responsible for the content or transmission of any Linked Site or Social Media Site, or for the terms of use or privacy policy of any Linked Site or Social Media Site. You should carefully read the policies for the sites you visit. Under no circumstances are you authorized to make any claim regarding Review Wave or any of its products on any Social Media Site regardless of any material connection you may have with Review Wave or your receipt of any consideration. If you make any claim regarding Review Wave or any of Review Wave’s products or services on a Social Media Site in violation of the foregoing, you, and not Review Wave, shall be solely responsible and liable therefor.
19.1 Third Party Review Sites (e.g. Yelp). In the event you use the services, whether in part or in the entirety, of third party review sites, e.g. Yelp, you agree and consent to be bound by their terms of service and privacy policies. Yelp’s policies are located at https://www.yelp.com/static?p=tos and https://www.yelp.com/tos/ privacy_en_us_20160131, respectively. In some cases, these third-party review sites may post community guidelines that impose specific restrictions and/or penalties which may affect your relationship with Review Wave. For example, Yelp imposes specific penalties on users that “solicit reviews”, see https://www.yelp-support.com/article/ What-is-Yelp-s-review-solicitation-penalty . Review Wave considers the use of our services to “solicit reviews” on third-party review sites like Yelp to as a violation of these Terms of Service and specifically our Community Guidelines in Section 24 below. Moreover, use of any Review Wave Services to “solicit reviews” on Yelp may violate their terms of service and may subject you to penalties. These penalties may cause you to incur fees, fines, and/or result in lost income or business opportunities. In using the Review Wave services, you agree to abide by these third party terms and acknowledge that Review Wave does not interpret, analyze, and/or enforce these third-party terms nor do we arbitrate any disputes that you may have with how these terms are interpreted and/or applied. Consequently, Review Wave is not liable for any losses, fines, and/or penalties incurred by you and/or anyone acting on your behalf who violates these third-party terms.
20. USE OF NAMES IN MARKETING.
You may use Review Wave’s name and logo (or the name and logo of our Platforms) in an appropriate and acceptable manner for your standard marketing promotions, provided that you agree to cease or alter such use at Review Wave’s request where such use is contrary to Review Wave’s branding policies, could cause any brand confusion in the market or is otherwise objectionable to Review Wave. Similarly, Review Wave may use your business name in an appropriate and acceptable manner for standard marketing promotions, provided that Review Wave agrees to cease or alter such use at your request where such use is contrary to your branding policies, could cause any brand confusion in the market or is otherwise objectionable to you. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and web site presentation and promotion, etc.
21. SUBMITTED IDEAS.
Any ideas, comments, suggestions, notes, drawings, concepts, or other information submitted by you to Review Wave, whether through the Platforms or by other means, shall be deemed to be non-confidential and non-proprietary. Review Wave does not owe you any confidentiality or nondisclosure obligations, whether express or implied. Review Wave shall be entitled to unrestricted use of the idea, comment, suggestion, note, drawing, concept, or other information for any purpose whatsoever, commercial or otherwise, without compensation to you.
22. OWNERSHIP OF YOUR DATA.
As between you and Review Wave, Your Data and any similar data provided to Review Wave outside of the uploading process (either in hard copy or electronic format) is and shall remain your property. To enable Review Wave to provide you with the Review Wave Service, and subject to the Terms of Service, you hereby grant to Review Wave a non-exclusive right to use, copy, distribute and display Your Data solely in connection with the performance of Review Wave’s operation of the Review Wave Service on your behalf and the exercise of Review Wave’s rights under these Terms of Service. You, not Review Wave, shall have sole responsibility for the accuracy, integrity, and reliability of Your Data, and Review Wave will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data. Review Wave will protect any of Your Data provided to Review Wave as confidential in accordance with the Confidential Information provision below.
23. CONFIDENTIAL INFORMATION.
For purposes of this Agreement, confidential information shall include the business terms in the Order Form, Your Data, the Review Wave Service and the Review Wave Materials, and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving party given the nature of the information and the circumstances of its disclosure (“Confidential Information”). Each party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by the other party or by a third party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Review Wave will restrict its employees’ access to Your Confidential Information to only those employees necessary to successfully provide the Review Wave Service or Services. Review Wave may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Review Wave in connection herewith . Confidential Information shall not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
24. COMMUNITY GUIDELINES.
The Platforms, Linked Sites, and Social Media Sites may include the ability to post comments or otherwise engage in communications with third parties through bulletin boards, chat rooms, blogs, comment sections, or other community forums (the “Community Forums”). This Section governs the use of the Community Forums.
24.1 Review Wave will monitor the Community Forums on a regular basis for any violations of these Terms of Service, or any illegal content.
24.2 Review Wave will not act as an arbiter for any dispute or disagreement between users and shall have no liability to you for any content posted in the Community Forums and is under no obligation to edit or modify information available in the Community Forums.
24.3 Review Wave reserves the right, in its sole and absolute discretion, to refuse to post, or to remove, any material submitted to the Community Forums.
24.4 You acknowledge and agree that Review Wave may store any material posted to the Community Forums. You further acknowledge and agree that Review Wave may use material posted by you in the Community Forums for any purpose whatsoever, including but not limited to incorporating the submission into content that may be commercial in nature.
24.5 Prohibited Statements. You are expressly prohibited from submitting any of the following:
•Any submissions that disparages competitive products, is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, racially offensive, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable.
•Any submission that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law, including without limitation, material that depicts child pornography, acts of violence, drug use, or would violate the regulations of the U.S. Securities and Exchange Commission, or any rules of a securities exchange.
•Any submission that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary rights of any party.
•Any submission that impersonates any person or entity, or otherwise misrepresents your affiliation with a person or entity.
•Unsolicited promotions, political campaigns, advertising, or solicitations including the use of Review Wave Services to “solicit reviews” on third party sites.
•Private information of any third party, including without limitation, addresses, phone numbers, email addresses, social security numbers, credit card numbers, or any other similar piece of information including but not limited to PHI.
•Viruses, spyware, Trojans, corrupted data, or any other harmful, disruptive, or destructive files.
•Any other submission that, in Review Wave’s sole and absolute discretion, is inappropriate or objectionable, or which restricts or inhibits any other person from using
or enjoying the Platforms, or which may expose Review Wave or its users to any harm or liability of any type.
24.6. No Archive. The Platforms are not and shall not function as an archive. Review Wave shall have no liability to you or any other person for loss, damage, or destruction to any submission. You shall be solely responsible for maintaining independent archival and backup copies of any submission.
25. DISCLAIMERS.
Without limiting anything herein, the Platforms, their content, and all of their features, are provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind, either express or implied, including but not limited to fitness for a particular purpose, title, or noninfringement. No advice or information, whether oral or written, obtained by you from Review Wave shall create any warranty, representation, or guarantee not expressly stated herein. Additionally, Review Wave does not make any warranties that the Platforms will be secure, error free, or otherwise meet your expectations. Review Wave does not warrant that the Platforms, its content, or features are correct, accurate, or reliable. Review Wave reserves the right to change any part of the Platforms at any time without notice.
26. LIMITATION OF LIABILITY.
Your use of the Platforms and associated Review Wave Services is at your own risk. Review Wave, its affiliates, and its and their respective officers, directors, agents, and representatives will not be liable to you, or any third party, for any damages, direct or indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit, or goodwill, loss of or damage to property, or claims of third parties however caused, whether based on breach of contract, tort, proprietary rights infringement, product liability, or otherwise: (a) arising out of your access to or use of the Review Wave Service; or (b) arising out of any action taken in response to or as a result of the Works or other information available on the Platforms. The foregoing shall apply even if Review Wave was advised of the possibility of such damages. If you become dissatisfied in any way with the Review Wave Service, these Terms of Service, or any other applicable agreement, your sole and exclusive remedy is to stop using the Review Wave Service. You hereby waive any and all claims against Review Wave, its affiliates, officers, directors, agents, representatives, and licensors arising out of your use of the Review Wave Service. If any portion of this limitation on liability is found to be invalid or unenforceable, then the aggregate liability of Review Wave, its affiliates, and the respective officers, directors, agents, and representatives shall not exceed One Hundred Dollars ($100). The Review Wave Service would not be provided without such limitations and you agree that the limitations and exclusions of liability, disclaimers, and exclusive remedies herein will survive even if found to have failed their essential purpose.
27. NO FRAMING OR LINKING.
Framing, in-line linking, or other methods of association with the Platforms are expressly prohibited without prior written approval from Review Wave.
28. INTERNATIONAL USERS
The Platforms are hosted in the United States. You should not attempt to access the Platforms from a physical location outside the United States. If you do attempt to access the Platforms from within the European Union, Asia or any other region with laws or regulations governing data collection, use, and disclosure that differ from the United States, please be advised that your use of the Platforms is governed by United States law, and these Terms of Service. To the extent you provide Personally Identifiable Information through the Platforms you are transferring your Personally Identifiable Information to the United States and you consent to: such transfer; the application of the laws of the United States and the State of California with respect to any dispute arising from or related to your use of the Platforms; and exclusive jurisdiction of the courts of the State of California.
29. CHOICE OF LAW, VENUE, AND DISPUTES.
The laws of the State of California shall govern these Terms of Service without regard to conflict of laws provisions.
Any dispute relating in any way to your visit to, or use of, the Platforms, to the products you purchase through the Platforms (including a subscription), or to your relationship to Review Wave shall be submitted to confidential arbitration in Orange County, California; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of California. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of California.
Arbitration under these Terms of Service will be conducted be administered by the JAMS, Inc. (“JAMS”), pursuant to its Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. You agree that the arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure and the California Evidence Code, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence. The decision of the arbitrator shall be in writing, and the arbitrator’s award will be final and binding and may be entered into as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Service will be joined to an arbitration involving any other party subject to these Terms of Service, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platforms or these Terms of Service must be filed within one (1) year after such claim of action arose or be forever banned.
YOU AND REVIEW WAVE AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Review Wave agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of an individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
30. ATTORNEYS’ FEES.
In the event that either Review Wave or you or your Authorized User(s) shall institute an action or proceeding to enforce any rights hereunder, including any action for collection, the prevailing party shall be entitled to seek and recover reasonable attorney’s fees, costs, and expenses.
31. INDEMNIFICATION.
In addition to any other indemnification obligations contained herein, you agree to defend, indemnify and hold harmless the Review Wave Indemnitees harmless from and against any and all Losses incurred in connection with any Claim that may, at any time, arise out of or relate to your authorized, unauthorized, lawful or unlawful use of the Platforms, including but not limited to the Review Wave Services, your breach of these Terms of Service, your inability to access the Review Wave Materials and/or Review Wave Services, the use of any linked sites, your reliance on any errors or omissions, or the propagation and/or contraction of any computer virus in connection with your use of the Review Wave Materials and/or Review Wave Services.
32. FORCE MAJEURE.
Except for your obligation to pay Fees for the Review Wave Service or other Services rendered, neither party will be responsible for failure of performance due to causes beyond its reasonable control, including without limitation, acts of God, acts of terrorism, labor disputes, actions of any governmental authority, civil disturbance, shortage of materials, extreme weather conditions, natural disasters, pandemics, epidemics, or the stability or availability of the Internet or a portion thereof.
33. ABILITY TO ACCEPT TERMS OF SERVICE.
You affirm that you are more than the legal age in the territory in which you reside, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Service, and to abide by and comply with the Terms of Service.
34. CHANGES AND UPDATES.
We may revise these Terms of Service from time to time. Your use of the Platforms following any revised Terms of Service shall be deemed an acceptance of the revised policy governing any and all use of the Platforms by you. We recommend you review these Terms of Service from time to time to stay updated. Without limiting the foregoing, if we make a change to these Terms of Service that materially afects your use of the Review Wave Service(s), we may post notice or notify you via email or our website(s) of any such change. If you disagree with these terms of these Terms of Service at any time, your sole and exclusive remedy is to terminate your use of the Review Wave Service(s) and inform us of such termination.
35. MISCELLANEOUS.
35.1 Notice. Any notice permitted or required under these Terms of Service shall be in writing. Notices to Review Wave shall be sent by first class mail or overnight courier (if from within the United States), or international courier, addressed to Review Wave, Attn. Administrator, 16531 Scientific, Irvine, CA 92618. Review Wave may give notice applicable to Review Wave’s general customer base by means of a general notice on the Review Wave Service portal, and notices specific to you by electronic mail to your designated contact’s email address on record with Review Wave, or by written communication sent by first class mail or overnight courier (if to an address within the United States), or international courier, to your address on record in Review Wave’s account information. All notices shall be deemed to have been given five (5) days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or twelve (12) hours after sending by confirmed email or posting to the Review Wave Service portal.
35.2 Waiver. The failure of either party to enforce any right or provision in this Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
35.3 No Joint Venture. Neither these Terms of Service or use of the Review Wave Service shall be construed as constituting an employer-employee, joint venture, pooling arrangement, partnership, teaming effort, or agency arrangement between the parties. Except as specifically provided herein, neither party shall have any right to obligate or bind the other in any manner whatsoever, and nothing contained herein shall give, or is intended to give, any rights of any kind to any third party.
35.4 No Assignment. You may not assign or transfer these Terms of Service, or any of your rights or obligations hereunder, in whole or in part, without Review Wave’s prior written approval, which approval shall not be unreasonably withheld. Any attempted assignment contrary to the foregoing will be null and void. Subject to the foregoing, these Terms of Service will inure to the benefit of, be binding upon, and enforceable against each of the parties hereto and their respective successors and assigns.
35.5 Headings and Terms Contractual. Paragraph headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the interpretation of these Terms of Service. In addition, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and efect as the word “shall.” The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to the terms and conditions set forth in these Terms of Service.
35.6 Severability and Construction. If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law, then it shall be construed in a manner which is valid and enforceable that is closest to the intentions set forth herein. The remainder of the Terms of Service shall remain in full force and effect.
35.7 Entire Agreement. These Terms of Service, including Order Forms and other documents incorporated herein by reference, supersede all previous arrangements or understandings, whether written or oral, and contain the entire agreement of the parties with respect to the subject matter thereof and hereof.
35.8 Export. You agree that U.S. export control laws and other applicable export and import laws govern your use of the Review Wave Service, including Review Wave technology. You represent that you are neither a citizen of an embargoed country nor prohibited end user under applicable U.S. export or anti-terrorism laws, regulations and lists. You agree not to use or export, nor allow a third party to use or export, the Review Wave Service or technology in any manner that would violate applicable law, including but not limited to applicable export and import control laws and regulations. You agree to indemnify and hold the Review Wave Indemnitees harmless from and against any and all Losses incurred in connection with any Claim arising from or related to your violation of this Section.
35.9 Government End Use. If you are an agency or unit of the U.S. Government (“Government”), the Review Wave Service is provided for ultimate Government use solely in accordance with the provisions of the Federal Acquisition Regulation (“FAR”) and supplements thereto, including the Department of Defense (“DoD”) FAR Supplement (“DFARS”), set forth in this Section. Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in these Terms of Service. This customary commercial license is provided in accordance with FAR §12.211 (Technical Data) and FAR §12.212 (Computer Software) and, for DoD transactions, DFARS § 252.227-7015 (Technical Data – Commercial Items) and DFARS § 252.227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If the Government has a need for rights not conveyed under these terms, it must negotiate with Review Wave to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.