iPlaud for Business Terms
Plawdit LLC, a Connecticut company, (a/k/a “iPlaud”, “iplaud”, “IPLAUD” and/or “iplaud.com”) and/or its successors and assigns (collectively “iPlaud” “iplaud.com” “iplaud” “IPLAUD” “Plawdit” “company” “we” “us” or “our”) owns and operates an online member-to-member recommendation service that enables users, among other things, to make, share and ask for recommendations on just about anything through its apps and website at www.iplaud.com (“Our Website”). You, your authorized and unauthorized representatives/administrators, your business(es)/legal entities, and/or its(their) successors and assigns, and any third-party beneficiaries of you (collectively “you” “your” “yourself”) maintain/own an internet website(s) (“Your Website(s)”) and wish to: (i) maintain a business page(s) on Our Website (“Business Page(s)”), and/or (ii) add our recommendation API (application programming interface) button(s) ((p)), ((!)) (“iPlaud Button”) to Your Website(s).
The following terms and conditions (collectively “agreement” “terms and conditions” “statements”), all of which you hereby agree are both reasonable and enforceable, and all of which you hereby expressly agree to and to be bound by, as well as any updates and/or modifications, which we, in our sole discretion, may make from time to time, shall govern (i) your Business Page(s) including, but not limited to, your set up, content, Offers (e.g., promotions, deals, advertisements, incentives, coupons, giveaways, events, specials, affinity marketing, loyalty programs, surveys, and the like), links, presentation, look, feel and use(age) of, on and/or associated with the Business Page(s), and (ii) your installation, display, promotion, presentation and/or any other use of the iPlaud Button by you.
You expressly agree to, acknowledge, represent, warrant, and/or accept all of the following statements, terms and conditions:
- You are properly, legally and/or officially authorized to enter into this agreement.
- Any commercial or other type deal, offer, coupon, promotion, giveaway, incentive, advertisement, affinity marketing, contest, loyalty program, survey, events, specials, and the like published and/or offered ("Offer(s)") by a business, iplaud member, entity, person, group, you and/or anyone (collectively “you” “your” “yourself”) shall in each and every case be deemed to be your full responsibility, commitment and obligation. You shall Offer item(s) only if, individually and/or collectively, the item(s) are offered/posted for sale at prices that (i) amount to a per unit price discount of 15% or more off your everyday and/or advertised unit price of the item(s) with a required minimum discount of US$5 or (ii) equate to at least US$100 less than your everyday and/or advertised unit price of the item(s). And we strictly limit the number Offers that you may advertise, publish and/or promote during the same time span to two (2).
Any Offer reviewed, examined, claimed and/or accepted by a third party is a matter and/or contract (Transaction) between you and the third party. Plawdit is not and shall not be deemed a party to such Transaction, which is/shall be strictly between you and the third party. Accordingly, we strongly recommend that you carefully spell out the precise terms, conditions and restrictions of your Offer so as to avoid any confusion and/or ambiguity about the Offer. The terms, conditions and restrictions of your Offer shall be honored as written by you and not augmented.
You shall not hold Offeree, iplaud member, customer or anyone liable for not using a claimed deal or promo code.
You shall take complete and total responsibility for (i) any rights given and/or delegated to others to edit, access, administer and/or manage your Business Page(s) and/or post/make Offers and (ii) enforcing the restrictions, terms and/or conditions of your Offer(s).
In connection with an Offer(s), you shall not in any way whatsoever, directly or indirectly, ask and/or require Offeree, iplaud member, customer or anyone to add a plaudit, recommendation or endorsement; including, for example, Offer and/or redemption of Offer shall not be subject to the your receipt of plaudits, recommendations or endorsements.
- The iplaud online services/websites, business pages, apps and their underlying technologies, applications, programs, source code and the iPlaud Button are owned, operated, controlled and maintained exclusively by us.
- In any case or color, the name IPLAUD and the iPlaud Button are registered trademarks of Plawdit LLC. Your installation, display, promotion, presentation and/or any other use by you of IPLAUD, the name IPLAUD and/or the iPlaud Button shall not entitle or vest in you any rights whatsoever to the iPlaud Button, IPLAUD, the name IPLAUD or any other asset of the company.
- You will not copy, reverse engineer, alter or otherwise tamper with the underlying functionality and/or technology of your Business Pages and/or the iPlaud Button.
- You will not in any way misrepresent yourself and/or your business(es) on your Business Pages.
- You will only display the iPlaud Button precisely in accordance with our instructions, including size and pixel dimensions/image resolution. In any case, you expressly agree not to (i) display the iPlaud Button as the most prominent image on your web and/or mobile site/app or (ii) hold yourself out as being related to and/or affiliated with us in any way.
- You will not (or even attempt to) in any way, manner and/or form, directly or indirectly, manipulate, game, cheat, defraud, or cause injury or damage to iPlaud’s online service or iPlaud’s business, brand, reputation or assets. For example, without limitation, by directly or indirectly causing recommendations of yourself and/or your business(es), your personal and/or affiliate interests to be false, fake, fraudulent, inflated and/or exaggerated, including by means of incentives, gifts, astroturfing, bribes, promotions, paying for recommendations, or the like. You agree not to directly or indirectly engage in or cause to bring about self-promotion. Moreover, you shall not manipulate, game or attempt to manipulate or game tags/keywords in such a way that recommendations of you, your business(es) and/or interests display in search results more frequently, inappropriately and/or falsely, which determination shall be made by us in our sole discretion.
- We do not guarantee in any way whatsoever the accuracy nor the completeness, security, functionality, uptime(s), safety, features, utility and/or capability of: any of our online or offline services or materials nor any such services or materials of our and/or your partners, associates, vendors, third parties and/or affiliates including, without limitation, any related data, content, marketing collateral and/or your Content/Business Pages and/or Offers.
- We do not claim any ownership rights to the text, files, links, attachments, chats, images, photos, audio, videos, sounds, musical works, works of authorship, messages, commentary, recommendations, endorsements, likes, asks, chats, information, Offers, data, hyperlinks and their related content, applications, messaging, or any content or any other materials (collectively, "Content") that you publish, post, include, add, save, author and/or display on or via iPlaud and/or your Business Page(s). That said by displaying, publishing, viewing, launching, following/tracking anything (e.g., person, business, place, product, service, member, tag, location, demographic, category, or the like), including by adding, saving, including, authoring and/or posting, any Content or thing on or via iPlaud and/or your Business Page(s) (collectively, "your Content"), you hereby grant to iPlaud a nonexclusive, fully paid and royalty-free, worldwide, license and/or right to: track, use, publicize, commercially exploit and/or sell such data and/or your Content in our sole and absolute discretion, including without limitation to modify, reformat, aggregate, associate or tie/link your recommendation(s) to third parties (e.g., product, service, commercial advertisements, event, place, web content, goods, group, person and/or entity), delete from, add to, publicly perform, publicly display and/or share, post, air, publicize, circulate, broadcast, sell, commercially exploit, translate, reproduce, transfer, transmit or retransmit, disseminate, distribute and/or publish (e.g., directly or indirectly to wider audiences, via third parties or otherwise) your Content (as is, or as modified or reformatted by us), including without limitation distribution or conveyance in whole or in part, together with or apart from all or other content on iplaud.com, in any media formats through any medium or media channels.
- Even if we help or assist you in any way with your Business Pages, Content and/or Offers, you shall take full and absolute responsibility for the legality/lawfulness of your Content, including without limitation you expressly agree to monitor/supervise your Business Pages and ensure that your Content/Business Pages and/or Offers do not violate any copyrights, or any local, state, federal or international laws, statutes, and/or regulations ("Laws").
- Plawdit in its sole discretion has the right to expunge or recover any names, content, commentary, marks, and the like published or posted by you should we believe that there has been an infringement or theft of: identity, intellectual property or trade name, logo and/or mark, or a violation of any Laws. No notice to you is required.
- You expressly agree to release, indemnify and hold harmless Plawdit, its successors and assigns, and any and all third-party beneficiaries, including, without limitation, its officers, directors, members, agents, employees, representatives, partners, joint venturers, and affiliated companies/entities (past, present and future) from any and all losses, costs, expenses (including attorneys’ fees), claims and/or causes of action, whether known or unknown, that relate in any way to your Business Pages and/or the installation and/or use of the iPlaud Button and/or any of your activities concerning iPlaud.
- We reserve the right, in our sole discretion and without notice or explanation, to (i) disable/cancel your use of the iPlaud Button, (ii) delete, change, alter, disable, remove, cancel, edit or purge your Business Pages, your Content, your iplaud account, and/or your Offers, and/or (iii) not permit or not allow you to publish and/or maintain a business page on Our Website nor add our iPlaud Button to Your Website. You expressly consent to these rights.
- You agree to notify us immediately should (i) your Business Pages become compromised, e.g., via unauthorized access, hacked, spammed or otherwise, and/or (ii) the iPlaud Button malfunction in any way whatsoever, stop working, and/or is otherwise compromised (e.g., by a virus, intentional or unintentional malfunction or manipulation, or otherwise).
- You will receive emails relating to the Business Pages you register/manage. These emails are intended to be, informational, for your benefit as well as ours. You cannot opt out from these emails for businesses that you manage.
- You agree not to use any of iPlaud’s online services or the iPlaud Button for any illegal, improper or immoral purpose.
- You shall not have the right to use, copy, publish, share, sell or otherwise distribute any information, data and/or content that relates in any way to any information, data and/or content that is, and/or can be, deemed in any way proprietary by/to Plawdit.
- You expressly represent that you are not now, nor do you intend to be in the future, a competitor of iPlaud or its online services.
- No agency, partnership, joint venture, employee-employer, franchiser-franchisee relationship or the like is intended or created by this agreement.
- Plawdit reserves the right to change, modify, add to or remove sections, provisions, terms and/or conditions of this agreement, in part or in whole including, without limitation, that at its sole discretion and determination Plawdit may begin to charge you service fees plus any third party costs and expenses for your use of, and/or access to, any of the company’s services and/or products including, but not limited to, your use of/access to the iPlaud Button and/or any of Plawdit’s related or derivative business services/products/materials, marketing collateral, data or information.
- For purposes of this agreement: (i) the singular includes the plural, the plural includes the singular, (ii) “any” means any and/or all and (iii) “recommendation” equates to “plaudit”/”plaud-its”.
- Resolution of Disputes – IF A DISPUTE ARISES BETWEEN YOU AND PLAWDIT, OUR GOAL IS TO PROVIDE YOU WITH A NEUTRAL AND COST EFFECTIVE MEANS OF RESOLVING THE DISPUTE QUICKLY. ACCORDINGLY, YOU AND PLAWDIT AGREE TO RESOLVE ANY CLAIM OR CONTROVERSY AT LAW OR IN EQUITY THAT ARISES OUT OF THIS AGREEMENT AND/OR ANY OF OUR SERVICES AND/OR PRODUCTS (A “CLAIM”) IN ACCORDANCE WITH ONE OF THE PARAGRAPHS BELOW OR AS WE AND YOU OTHERWISE AGREE IN WRITING. BEFORE RESORTING TO THESE ALTERNATIVES, WE STRONGLY ENCOURAGE YOU TO FIRST CONTACT US DIRECTLY AT MICHAEL@IPLAUD.COM.
We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Arbitration Option – For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Improperly Filed Claims – All claims you bring against Plawdit must be resolved in accordance with this Resolution of Disputes section. All claims filed or brought contrary to the Resolution of Disputes section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes section, Plawdit shall recover attorneys’ fees and costs up to $10,000, provided that Plawdit has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
- If any one or more provisions, rules, regulations, or requirements set forth, referenced and/or incorporated by reference herein, including any portion(s) thereof be held invalid, illegal or unenforceable in any respect (collectively “Provisions”), you agree that (i) such Provisions shall be interpreted in such a manner as to preserve, to the maximum extent possible, the Provisions written intent and (ii) the remaining provisions, rules, regulations, or requirements contained, referenced and/or incorporated by reference herein shall remain in full force and effect. All provisions, rules, regulations and requirements of this agreement, including those referenced and/or incorporated by reference herein, shall survive your discontinued use of iPlaud including hereunder and/or canceled membership (whether voluntary or involuntary) with iPlaud and/or hereunder and, accordingly, shall remain in full force and effect.
- Disclaimer of Warranties. PLAWDIT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO OUR WEBSITE OR APPS, IPLAUD MARKS, IPLAUD CONTENT, IPLAUD.COM, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Plawdit obtains the content appearing on iplaud.com and/or its apps from sources that it considers reliable; however, neither Plawdit nor any of its vendors, partners or affiliates warrant the accuracy or completeness of such content.
- Limitation of Liability. IN NO EVENT SHALL PLAWDIT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- This agreement and the rights and the liabilities of the parties hereto shall be governed/determined in all respects in accordance with the laws of the State of Connecticut, USA. You agree that any claim or dispute you may have against Plawdit must be resolved by a court located in Fairfield County, Connecticut, except as otherwise agreed by the parties or as described in the Arbitration Option section above. You agree to submit to the jurisdiction of the courts located within Fairfield County, Connecticut for the purpose of litigating all such claims or disputes.
By registering to use iPlaud for Business and each and every time you access, change, update, install, use, grant access to others and/or modify in any way your Business Pages and/or the iPlaud Button, you expressly agree that you have read, and understand, and agree to, agree to be bound by this agreement, and agree not to contest, each and every provision set forth and/or referenced herein, including any updates and/or modifications, which we, in our sole discretion, may make from time to time. Moreover, you represent and warrant that (i) you have legal authority to enter into and, accordingly, be bound by this agreement and (ii) you are of the legal age of majority in the jurisdiction in which you reside (generally at least 18 years of age). Again, these terms and conditions are subject to change; accordingly, please check back periodically.