Filter My Review’s – Platform Terms of Service
PLEASE READ THESE TERMS CAREFULLY BEFORE CLICKING ACCEPT
These Terms form a legal agreement between your company (the Client) and DNA SAAS LABS, LLC t/a Rate My Service, a private company whose registered address is 651 North Broad Street, 201 Middletown, DE 19709, United States (Rate My Service or the Platform Provider), for access to and use of the online review collection and management services marketed via the Filter My Review’s website.
The website located at Filter My Review’s and any related marketing pages (together, the Site) are operated by Filter My Review’s (the Brand Partner). The Brand Partner provides branded access to the Platform Provider’s services but:
- does not operate or control the underlying software or infrastructure
- does not provide the Services (as defined below) and
- is not a party to the contract for the Services between you and the Platform Provider.
By accepting these Terms, completing the registration process and using the Services, you agree on behalf of yourself and the Client that:
- The binding contract for the Services is between the Client and Rate My Service as Platform Provider.
- Filter My Review’s is not a contracting party, does not provide the Services and has no responsibility or liability for the operation, availability, legality, performance, content or outcomes of the Services, except where such exclusion is not permitted by applicable law.
- You will also be bound by the Platform Provider’s privacy policy and any additional terms referenced in these Terms.
If you do not agree with these Terms, or do not have authority to bind the Client, you must not click accept and must not use the Services.
BY CLICKING ON THE “ACCEPT” BUTTON YOU AGREE TO A CONTRACT THAT BINDS THE CLIENT TO THESE TERMS WITH RATE MY SERVICE. THESE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 11, INCLUDING EXPRESS LIMITATIONS AND EXCLUSIONS OF LIABILITY IN FAVOR OF FILTER MY REVIEW’S.
You should print or save a copy of these Terms for future reference.
1. Interpretation
The definitions and rules of interpretation in this clause apply in these Terms.
“Admin User” means the users, including the Super Admin User, permitted under the pricing option selected at Registration who are authorised by the Client to access and use the Services and who have been allocated a username and password on and or following Registration.
“Brand Partner” means Filter My Review’s, which markets and brands access to the Services but does not itself provide or operate the Services.
“Business Hours” means 08:00 to 18:00 (United Kingdom time) Monday to Friday, excluding public holidays. Other references in the Contract to times of day and to public or bank holidays relate to the United Kingdom.
“Client” means the company or organisation stated in the Registration.
“Confidential Information” means all information (however recorded or preserved) disclosed by a party or its Representatives whether before or after the Start Date including any information which is marked as confidential or has otherwise been indicated as being confidential, or:
- information relating to the business, affairs, customers, clients, licensors, suppliers, new products, plans, research, intentions, or market opportunities of the disclosing party or of any member of its group
- the existence and terms of this Contract
- information relating to the operations, processes, product information, ideas, formulas, source code, data, Intellectual Property Rights or software of the disclosing party or its group, or in relation to Rate My Service, any third party licensors and
- any and all Third Party Data viewed, disclosed or otherwise received through the Platform or via the Services.
“Contract” means the agreement between Rate My Service and the Client comprising these Terms, Rate My Service’s Privacy Policy and the information provided during Registration, together with all documents which are incorporated into the agreement between the parties by express reference.
“Dashboard” means the dashboard by means of which an Admin User can manage the Services.
“Fees” means the fees payable by the Client to Rate My Service for the Services in accordance with clause 7.
“Insolvency Event” means a circumstance where a party ceases or threatens to cease to carry on business, is found unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up otherwise than in furtherance of any scheme for solvent amalgamation or solvent reconstruction, or undergoes any similar or equivalent process in any jurisdiction.
“Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information including know how and trade secrets and any other intellectual property rights, including all applications for and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“Maintenance Release” means a release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.
“New Version” means any new version of the Software which from time to time is publicly marketed and offered for purchase by Rate My Service in the course of its normal business, being a version which contains such significant differences from previous versions as to be generally accepted in the marketplace as constituting a new product.
“Payment Period” means the monthly period selected during Registration.
“Rate My Service” or the “Platform Provider” means DNA SAAS LABS, LLC t/a Rate My Service, a private company whose registered address is 651 North Broad Street, 201 Middletown, DE 19709, United States.
“Rate My Service Privacy Policy” means the privacy policy of Rate My Service accessible at https://www.ratemyservice.io/privacy as updated from time to time.
“Registration” means the successful registration of an account by a Super Admin User with Rate My Service for the provision of the Services following email verification and Client identification by Rate My Service, and “Registered” will have a corresponding meaning.
“Representatives” means a party’s directors, officers, employees, agents, contractors or professional advisors.
“Reviewed Users” means employees, consultants or third party individuals whose services or service levels a customer of the Client can review by means of the Services.
“Services” means the online rating and review services described at https://www.ratemyservice.io or any updated URL from time to time to be supplied by Rate My Service to the Client, as selected by the Admin User on Registration, which may include the supply of the Software and Dashboard and the provision of support and onboarding services.
“Software” means the software as a service provided by Rate My Service through which the Services are accessed.
“Start Date” means the date on which an account is Registered.
“Super Admin User” means the individual completing the Registration and who has been allocated a username and password on and or following Registration.
“Terms” means these terms and conditions.
“Third Party Additional Terms” means the additional terms and conditions set out in Annex A from time to time.
“Third Party Data” means any data which is provided by a third party as part of the Services including under any Third Party Additional Terms.
“User Data” means any data, information, content, or other material owned by the Client, an Admin User or a Reviewed User which is uploaded to or input into the Services.
Headings shall not affect the interpretation of these Terms.
Unless the context otherwise requires:
- words in the singular include the plural and vice versa
- a reference to a statute or statutory provision is a reference to it as amended, extended or re enacted from time to time and
- any words following including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
A person includes a natural person, corporate or unincorporated body and that person’s personal representatives, successors and permitted assigns.
Any reference to “in writing” in this Contract expressly includes email.
The Annex forms part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Annex.
2. Role of Filter My Review’s as Brand Partner
2.1 The Client acknowledges and agrees that:
a. The Site and associated marketing materials are operated by the Brand Partner solely to promote and brand access to the Services.
b. All Services, Software, hosting, storage, processing, support, onboarding, Maintenance Releases and related activities are provided solely by Rate My Service as Platform Provider.
c. The Brand Partner is not responsible for providing, operating, maintaining or supporting the Services, does not control User Data or Third Party Data within the Services, and does not give any warranties in relation to the Services.
2.2 To the maximum extent permitted by applicable law, the Client agrees that:
a. Any and all claims, disputes, demands or causes of action arising out of or in connection with the Services, Software, Dashboard, User Data, Third Party Data, data protection, security, content, availability or performance shall be brought only against Rate My Service as Platform Provider and not against the Brand Partner or its owners, officers, employees or contractors.
b. The Brand Partner shall have no liability of any kind for any loss, damage, cost or expense arising out of or in connection with the Services, whether in contract, tort, statute or otherwise, except where such exclusion is not permitted by applicable law.
2.3 Nothing in these Terms seeks to limit or exclude any liability that cannot be limited or excluded under applicable law.
3. Term
3.1 This Contract shall commence on the Start Date.
3.2 Following the Start Date, the Client may be granted a period within which the Client can trial the Services and the Software (the Trial Period). Either party may terminate this Contract on written notice or by termination via the Dashboard at any time during the Trial Period, with termination taking effect at the end of the Trial Period. The length of the Trial Period shall be set out at Registration and may be extended by Rate My Service on written notice including by email.
3.3 Following expiry of the Trial Period, and unless terminated earlier in accordance with its terms, this Contract shall continue until terminated by either party. Either party may terminate this Contract on written notice or by termination via the Dashboard at any time following the Trial Period, with termination taking effect at the end of the relevant Payment Period.
4. Licence
4.1 From the Start Date, in consideration of the Fees paid by the Client to Rate My Service, Rate My Service grants to the Client a limited, non exclusive, non transferable, non sublicensable and revocable licence on a subscription basis for the Admin Users to use the Services for the Client’s own business purposes and subject to any restrictions and limitations set out in these Terms and at Registration. The licence is limited to use of the Services for up to the maximum number of Admin Users and Reviewed Users selected during Registration, which may be increased by upgrading the Client account via the Dashboard.
4.2 At its sole discretion Rate My Service may, for technical, legal or operational reasons:
a. change the content, software, data, format, medium or form of delivery of any part of the Services and or
b. suspend permanently or temporarily access to any part of the Services.
Rate My Service will not suspend the Services for maintenance during Business Hours, save in an emergency. Before materially changing or suspending any part of the Services, Rate My Service will give the Client as much notice as is reasonably possible in the circumstances. Rate My Service shall not be liable to the Client for any such change or suspension.
4.3 Rate My Service may collect and use information and data about how the Client and Admin Users access and use any part of the Services in order to:
a. provide, maintain, support, operate, improve, update, customise and administer the Services
b. perform troubleshooting, product development, analysis, data analysis, testing and statistical purposes
c. provide information that Rate My Service is required to provide under any Third Party Additional Terms
d. keep Rate My Service, the Services, the Client and Admin Users safe and secure
e. as stated in the Rate My Service Privacy Policy and
f. develop analytics, insights, new services and content.
4.4 Rate My Service may use software tools to collect information and data, including personal data, relating to how the Client and Admin Users use the Software, and may retain and process such information and data for the purposes of detecting and preventing breaches of network security, applicable laws, this Contract, the Rate My Service Privacy Policy and or agreements with third parties required for provision of the Services.
4.5 The Client will not, and will not permit any third party to:
a. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any related software, documentation or data except to the extent such restriction is prohibited by applicable law
b. modify, translate or create derivative works based on the Services or Software
c. use the Services or Software for timesharing, service bureau or any purpose other than its own internal business purposes
d. permit third parties to access the Services except as permitted herein or
e. use the Services or Software other than in accordance with this Contract and in compliance with all applicable laws and regulations.
4.6 Extraction or scraping of data from the Services using any method, whether manual or automated, is expressly prohibited unless the Client has concluded a written licence agreement with Rate My Service permitting such extraction. Automated insertion of data into the Services without prior written consent of Rate My Service is prohibited and shall be a material breach.
4.7 The Client shall not copy, frame or mirror any content forming part of the Services, other than on its own intranets or for internal business purposes. The Client shall not access the Services to build a competitive product or service, or to copy ideas, features, functions or graphics of the Services. The Client shall not remove, obscure or alter any title, trademark, copyright or restricted rights notices or labels from the Services.
4.8 The Client shall not, without the prior written consent of Rate My Service:
a. sublicence, assign or novate the benefit or burden of this licence in whole or in part
b. allow any part of the Services to become the subject of any charge, lien or encumbrance or
c. deal in any other manner with any rights or obligations under this Contract.
4.9 Rate My Service may at any time sublicence, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Client.
4.10 The Client shall:
a. ensure that it has suitable internet service, hardware, telecommunications services and software necessary to access the Software over the internet as recommended by Rate My Service from time to time. Rate My Service and the Brand Partner accept no liability for the performance of such hardware, services, software or the availability of the internet itself
b. ensure that Admin Users are the sole individuals using the Services under their credentials
c. notify Rate My Service as soon as it becomes aware of any suspected or actual unauthorised use of the Services and
d. pay for broadening the scope of the licences granted under this licence to cover any unauthorised use, an amount equal to the fees which Rate My Service would have levied had it licensed such use on the date it commenced.
4.11 This Contract and the relationship hereunder is non exclusive. Rate My Service may offer services that are the same or substantially similar to the Services to other organisations, including competitors of the Client. The Services have not been developed to meet the Client’s individual requirements.
4.12 Rate My Service reserves the right, in its sole discretion, to reorganise, remove and or change the name or details of any Software feature. Descriptions of the Services provided at Registration are current descriptions and may change to reflect upgrades, changes, improvements or regulatory and commercial changes.
5. Admin Users
5.1 The Client shall not permit any person other than Admin Users to use the Services.
5.2 The Client shall ensure that Admin Users only access and use the Service in accordance with this Contract and any limitations set out at Registration, and do not share usernames or passwords or make any part of the Service available to any third party. Without prejudice to other rights, Rate My Service reserves the right to charge additional Fees for unauthorised usage at its standard list prices.
5.3 The Client is responsible for maintaining the confidentiality of usernames and passwords allocated to Admin Users and is fully responsible and liable for all activity that occurs under them.
5.4 The Client shall ensure that Admin Users comply with this Contract. Any breach by an Admin User shall be deemed a breach by the Client, and the Client shall be liable for acts and omissions of Admin Users.
5.5 The Client warrants that Admin Users act on the authority of the Client and Rate My Service is entitled to rely on User Data they provide. Rate My Service expressly excludes liability for decisions made by Admin Users via the Services.
5.6 The Client shall procure that User Data does not:
a. contain libellous, defamatory, obscene, pornographic, sexually explicit, abusive or otherwise unlawful content
b. infringe third party Intellectual Property Rights or
c. contain viruses, trojans, worms, logic bombs or other malicious code.
5.7 The Client shall promptly notify Rate My Service of any known or suspected unauthorised access or use of the Services, usernames or passwords, or any breach of security.
5.8 The Client shall ensure that Admin Users are fully informed of how Rate My Service will process personal data as set out in the Rate My Service Privacy Policy and these Terms, and will obtain all necessary consents. Such processing is necessary for performance of this Contract and for Rate My Service’s legitimate interests.
5.9 The Client acknowledges that Admin Users, prior to being given access, must agree to Rate My Service’s Admin User terms of use and global privacy policy from time to time (the Admin User Terms). Rate My Service may change the Admin User Terms to ensure compliance with law. In the event of conflict between Admin User Terms and these Terms, these Terms prevail, provided they are not contrary to applicable law.
5.10 Where an Admin User or Reviewed User leaves the Client, the Client must promptly notify Rate My Service in writing. Rate My Service shall disable the relevant account but the Contract shall continue. On request, Rate My Service shall reallocate the licence to a different individual end user at no additional fee for the transition. Rate My Service may retain a copy of departing users’ User Data for record retention and regulatory purposes.
6. Relationship Management
6.1 The Super Admin User will serve as the Client’s primary business point of contact throughout the term.
6.2 Rate My Service is entitled to rely upon any instruction or account upgrade requested by the Super Admin User as binding on the Client.
7. Support and Maintenance
7.1 From the Start Date, Rate My Service shall provide the Client and Admin Users with first level assistance by email and communications via the Dashboard on technical questions relating to the Service. This support is included in the Fees and provided on a commercially reasonable efforts basis during Business Hours.
7.2 Rate My Service will provide the Client with all Maintenance Releases generally made available to customers. Rate My Service may remove redundant or superseded functionality from the Services. Rate My Service warrants that no Maintenance Release will materially adversely affect existing facilities or functions. Maintenance Releases are deployed automatically and the Client shall not prevent Rate My Service from issuing them.
7.3 Rate My Service may provide the Client with a single remote training session regarding the Software on written request.
8. Fees
8.1 In consideration for delivery of the Services, the Client shall pay Rate My Service the Fees by direct debit, in advance of each Payment Period. An Admin User may upgrade the account via the Dashboard, in which case additional Fees shall apply for the remainder of the Payment Period.
8.2 All Fees are exclusive of VAT or relevant local sales taxes, for which the Client is responsible where applicable.
8.3 Fees are due and payable on commencement of each Payment Period, without set off, counterclaim, deduction or withholding except as required by law. Rate My Service may set off any amount owing to it by the Client against any amount it owes to the Client.
8.4 If the Client fails to pay any amount due under this Contract by the due date, Rate My Service may immediately pause and or cease providing the Services.
8.5 Rate My Service may increase Fees annually in line with local price indices.
8.6 Rate My Service may, by giving thirty days prior notice, vary Fees and the basis on which they are calculated. Fees may not be varied more than once in any 12 month period except where variation is due to:
a. changes in the Service requested or required by the Client
b. changes imposed on Rate My Service under any Third Party Additional Terms or
c. inaccurate information provided by or on behalf of the Client.
9. Confidentiality and Publicity
9.1 Each party shall keep the other party’s Confidential Information confidential and not use, disclose or exploit it except as required to perform this Contract.
9.2 A party may disclose the other party’s Confidential Information to its authorised Representatives who need to know it, provided it informs them of its confidential nature, ensures compliance with this clause and remains responsible for their acts and omissions.
9.3 Information is not Confidential Information if it:
a. is or becomes publicly available other than through breach of this Contract
b. was available on a non confidential basis before disclosure
c. becomes available on a non confidential basis from a person not under a confidentiality obligation
d. was lawfully in the possession of the receiving party before disclosure or
e. is developed independently without reference to the Confidential Information.
9.4 Where Rate My Service is under a contractual obligation to a third party to disclose the terms of this Contract for verification, the Client consents to such disclosure subject to reasonable confidentiality undertakings.
9.5 A party may disclose Confidential Information to the extent required by law, regulatory authority or court, provided it gives as much notice as legally permitted.
9.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of Confidential Information are granted or implied beyond those stated in this Contract.
9.7 The Client permits Rate My Service to name the Client by legal entity name as a client in general customer lists.
10. Rate My Service Warranties
10.1 Rate My Service warrants that it has the right to license use of the Software as set out in this Contract.
10.2 Rate My Service shall implement industry standard technical measures within the Software to protect against unauthorised access and against accidental loss, destruction or damage to data within the Software.
10.3 Rate My Service shall back up data on the Services in accordance with its standard backup procedures. In the event of any loss of or damage to data, the Client’s sole remedy shall be for Rate My Service to use reasonable commercial endeavours to restore the data from its latest backup.
10.4 Rate My Service undertakes that it will provide or perform the Services substantially in accordance with good industry practice and with reasonable skill and care.
10.5 The Client accepts responsibility for selection of the Services to achieve its intended results and acknowledges that the Services have not been developed to meet its individual requirements.
10.6 Neither Rate My Service nor any third party gives any warranty, express or implied, that:
a. the Services or any output will be correct, accurate, complete or fit for purpose
b. availability will be uninterrupted, timely, secure or error free
c. defects or errors will be corrected
d. any part of the Services will meet any particular performance or quality criteria or
e. results obtained from use of the Services will be accurate or reliable.
10.7 Except as set out in these Terms, all conditions, warranties or other terms which might be implied or incorporated, whether by statute, common law or otherwise, are excluded.
10.8 Brand Partner disclaimer. To the maximum extent permitted by law, the Brand Partner:
a. gives no warranties or representations of any kind in relation to the Services, Software, Dashboard, User Data or Third Party Data and
b. is not responsible for, and shall have no liability for, any act or omission of Rate My Service, any Admin User, any Reviewed User or any other third party in connection with the Services.
11. Limits of Liability
11.1 Except as expressly stated in clause 11.2:
a. Rate My Service shall not in any circumstances be liable for losses or damages suffered by the Client or Admin Users, whether direct, indirect, consequential or otherwise, and whether arising in contract, tort including negligence or otherwise, which fall within any of the following categories:
i. special damage even if Rate My Service was aware of the circumstances in which such damage could arise
ii. loss of profits
iii. loss of anticipated savings
iv. loss of business opportunity
v. loss of goodwill
vi. loss or corruption of data,
provided that this shall not prevent claims for loss of or damage to tangible property or direct financial loss not excluded above and
b. the total liability of Rate My Service, whether in contract, tort including negligence or otherwise and whether in connection with this Contract or any collateral contract, shall in no circumstances exceed the Fees paid by the Client to Rate My Service in the six month period immediately before the date on which the cause of action first arose.
11.2 The exclusions in clause 10.7 and clause 11.1 shall apply to the fullest extent permissible at law, but Rate My Service does not exclude liability for:
a. death or personal injury caused by its negligence
b. fraud or fraudulent misrepresentation or
c. any other liability which may not be excluded by law.
11.3 All dates supplied by Rate My Service for delivery of the Services shall be treated as approximate. Rate My Service shall not be liable for any loss or damage arising from delay.
11.4 All references to “Rate My Service” in this clause 11 shall, for purposes of this clause and clause 22 only, be treated as including all employees, subcontractors and suppliers of Rate My Service, all of whom shall have the benefit of these exclusions and limitations.
11.5 Exclusion of liability for Brand Partner. In addition to the limitations above, and without prejudice to clause 2.2:
a. the Brand Partner shall not in any circumstances be liable to the Client, any Admin User, any Reviewed User or any third party for any loss, damage, cost or expense of any kind arising out of or in connection with:
i. the Services, Software, Dashboard, User Data or Third Party Data
ii. any act or omission of Rate My Service or any third party provider
iii. any content, reviews, ratings or feedback collected or processed through the Services or
iv. any suspension, modification, discontinuation or unavailability of the Services and
b. the Client agrees not to bring any claim of any nature against the Brand Partner in respect of any of the matters set out above, except where such limitation or exclusion is prohibited by applicable law.
12. Branding
12.1 During the term, the Client grants Rate My Service a non exclusive, royalty free licence to use and display its trademarks on Rate My Service’s public facing website and in marketing material. Any goodwill shall accrue to the Client.
12.2 Nothing in this Contract grants the Client any right to use the Brand Partner’s name, logo or trademarks, save as may be separately agreed in writing.
13. Intellectual Property Rights
13.1 The Client acknowledges that all Intellectual Property Rights in the Services including the Software, Maintenance Releases and any integrations or modifications belong to Rate My Service or its licensors, and the Client has no rights other than the right to use them in accordance with this Contract.
13.2 The Client acknowledges that the Services have been developed and compiled by Rate My Service and its licensors through substantial time, effort and expense and constitute valuable intellectual property. The Client agrees, upon reasonable request and at Rate My Service’s expense, to assist Rate My Service or its licensors to protect their proprietary rights.
13.3 Rate My Service undertakes at its own expense to defend the Client or settle any claim that use of the Software in accordance with this Contract infringes third party Intellectual Property Rights, subject to the limitations and conditions set out in the original Terms.
13.4 The Client’s exclusive remedy for such claims is as stated in the original Terms, and Rate My Service’s liability is subject to clause 11.
13.5 As between the Brand Partner and Rate My Service, all Intellectual Property Rights in the Services, Software, data and related materials belong solely to Rate My Service and its licensors. The Brand Partner obtains no ownership rights in any such materials by operating the Site.
14. Data
14.1 All Intellectual Property Rights in User Data as provided to Rate My Service shall remain the property of the Client, Admin Users or third party licensors, subject to licences granted to Rate My Service in this clause. Rate My Service or its licensors retain ownership of any Third Party Data. The Client disclaims any right to Third Party Data other than the licence granted herein.
14.2 The Client grants to Rate My Service a non exclusive, royalty free, perpetual, worldwide licence to host, use, copy, store, collect, process, transmit, retain, publish and display User Data:
a. to the extent permitted in this Contract or necessary for provision of the Services
b. to enable Rate My Service to perform obligations hereunder or under any Third Party Licence.
14.3 The Client grants Rate My Service a non exclusive, royalty free, perpetual, worldwide licence to use User Data on an anonymous basis, aggregate it with anonymised data of other customers and third parties, and to own all Intellectual Property Rights in such anonymised and aggregated data.
14.4 The Client is responsible for the legality, reliability, integrity, accuracy, completeness and quality of User Data. Rate My Service does not purport to monitor and accepts no responsibility for monitoring User Data.
14.5 Brand Partner and data. As between the Brand Partner and Rate My Service:
a. all rights, title and interest in User Data and Third Party Data in the Services reside with Rate My Service and its licensors
b. the Brand Partner does not collect, store or control User Data within the Services except for limited access that may be granted by Rate My Service to support its referral role and
c. the Brand Partner has no independent obligations as data controller in respect of User Data processed by the Services, without prejudice to any separate data it may process on its own website outside the Services.
15. Termination
15.1 Without affecting any other right or remedy, either party may terminate this Contract with immediate effect by written notice or via the Dashboard if:
a. the other party fails to pay any amount due under the Contract on the due date and remains in default at least fourteen days after written notice
b. the other party commits a material breach which is irremediable or not remedied within fourteen days of notice or
c. the other party undergoes an Insolvency Event.
15.2 Termination or expiry shall not affect rights, remedies, obligations or liabilities accrued up to the date of termination.
15.3 On termination for any reason:
a. all rights granted to the Client under the Contract shall cease
b. the Client shall cease all activities authorised by the Contract
c. the Client shall immediately pay any outstanding Fees to Rate My Service and
d. the Client shall promptly destroy or return to Rate My Service all copies of Confidential Information and all copies of the Software or any output from the Services, and certify destruction if requested.
15.4 On termination, Rate My Service shall, at the Client’s written request made within thirty days of termination, make available one backup copy of User Data, subject to payment of its reasonable fees and costs. Rate My Service has no ongoing obligation to retain User Data and may delete it in its discretion at any time sixty days after termination.
15.5 Any provision intended to come into or continue in force on or after termination, including clauses 1, 2, 8, 9, 11, 13, 14 and 15, shall remain in full force and effect.
16. Waiver
No failure or delay by a party to exercise any right or remedy under this Contract or law shall constitute a waiver, nor prevent or restrict further exercise of that or any other right or remedy. No single or partial exercise shall prevent or restrict further exercise.
17. Remedies
Except as expressly provided, the rights and remedies under this Contract are in addition to and not exclusive of rights or remedies provided by law.
18. Entire Agreement
18.1 The Contract contains the whole agreement between Rate My Service and the Client relating to its subject matter and supersedes all prior agreements and understandings.
18.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty other than as set out in the Contract.
18.3 Nothing in this clause limits or excludes liability for fraud.
19. Variation
Only Rate My Service may vary, amend or update these Terms, and may do so by providing not less than 30 days written notice or notice via the Dashboard to the Client and or Super Admin User.
The Brand Partner is not entitled to vary these Terms on behalf of Rate My Service.
20. Severance
If any provision or part provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but shall not affect the validity and enforceability of the remainder. The parties shall negotiate in good faith to agree a replacement provision that achieves the intended commercial result.
21. Counterparts
This Contract may be executed in any number of counterparts, each of which when executed and delivered including electronically shall constitute a duplicate original, but all the counterparts together constitute one agreement.
22. Third Party Rights
22.1 A person who is not a party to this Contract shall not have any rights under the Contracts Rights of Third Parties Act 1999 to enforce any term of this Contract, except that:
a. the employees, contractors and suppliers of Rate My Service shall have the benefit of the exclusions and limitations of liability in clause 11 and
b. the Brand Partner shall have the benefit of the exclusions and limitations of liability in clauses 2.2 and 11.5.
22.2 The rights of the parties to terminate, rescind or agree variation, waiver or settlement under this Contract are not subject to the consent of any third party.
23. No Partnership or Agency
Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another or authorise any party to make commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
24. Force Majeure
Neither party shall be in breach nor liable for delay in performing or failure to perform obligations where such delay or failure results from events, circumstances or causes beyond its reasonable control. The affected party shall be entitled to a reasonable extension of time for performance.
25. Notices
25.1 Any notice under this Contract shall be in writing or delivered via the Dashboard. If in writing it shall be signed by or on behalf of the party giving it and delivered personally, by prepaid registered or certified mail, or by overnight delivery service, to the relevant party at its registered address or such other address notified in writing.
25.2 Notices shall be deemed served:
a. on delivery if delivered personally
b. five days after posting if sent by prepaid registered or certified mail or
c. two days after dispatch if sent by overnight delivery service.
25.3 Service of legal proceedings shall not be valid if delivered only via the Dashboard.
26. Governing Law and Jurisdiction
26.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation including non contractual disputes or claims shall be governed by and construed in accordance with the law of South Africa.
26.2 The parties irrevocably agree that the courts of South Africa shall have exclusive jurisdiction to settle any such dispute or claim.
What about the Reseller Agreement and Privacy Policy?
- The Value Added Reseller Agreement you pasted is between you and Rate My Service, not between you and your clients. You cannot unilaterally change it by changing wording on your own site. If you want that agreement altered to better align liability, that needs to be negotiated with Rate My Service or reviewed by your own attorney.
- For your Privacy Policy, I will need the text you want adapted in the same way you sent the Terms. I will then:
- make Rate My Service the data controller for platform data
- make Filter My Review’s a limited brand or referral partner
- preserve the parent company’s IP and data security language
- clearly state that Filter My Review’s does not own or control user data collected through the platform.
Big picture: this gives you a contract structure where all the operative promises, warranties and operational responsibilities sit with Rate My Service, while Filter My Review’s is clearly positioned as a brand front with extremely limited liability. The law will always have the final say, but contractually this pushes the risk in the direction you are aiming for.
You said:
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Below is a rewritten Privacy Policy for use on Filter My Review’s that:
- Clearly makes DNA SAAS LABS, LLC t/a Rate My Service the data controller and owner of user data for the platform
- Positions Filter My Review’s as a Brand Partner only, with no control over the platform and no responsibility for how Rate My Service processes data
- Keeps the parent company’s data protection, GDPR, and third party partner language intact with updated framing
You should still have a lawyer review this before going live. Contracts and policies can push risk in a direction, but they cannot fully erase duties that the law imposes on you if you actually control or store personal data.
Filter My Review’s – Platform Privacy Policy
Effective date: 2023/11/21
Platform Provider: DNA SAAS LABS, LLC t/a Rate My Service
Brand Partner: Filter My Review’s
1. Who we are and how roles are split
This Privacy Policy explains how DNA SAAS LABS, LLC t/a Rate My Service (“Rate My Service“, “we“, “us“, “our“) collects, uses, shares and protects personal information when you access and use the online review platform that is marketed and made available to you via the Filter My Review’s website.
- Rate My Service is the platform provider, system owner and data controller for personal data processed within the review platform and related services.
- Filter My Review’s acts only as an independent Brand Partner that promotes and brands access to the Rate My Service platform. Filter My Review’s does not design, operate or control the Rate My Service software, infrastructure or core data processing and does not determine the purposes or means of processing personal data within the platform.
To the maximum extent permitted by applicable law:
- Any privacy or data protection questions, rights requests or complaints about data processed in the platform should be addressed to Rate My Service, using the contact details set out at the end of this Policy.
- Any claims, disputes or legal issues relating to data processing in the platform are between you and Rate My Service, not Filter My Review’s.
If Filter My Review’s collects any separate information on its own marketing website that is not passed into the Rate My Service platform, that collection may be subject to a separate privacy notice issued by Filter My Review’s.
2. Cookies
Like many businesses, we use cookies and similar technologies.
Cookies are small text files placed in your browser storage. They help us collect standard internet log information and visitor behavior information. When you visit our websites or the platform, we may collect information from you automatically through cookies or similar technology.
For further information about cookies in general, visit https://allaboutcookies.org
2.1 How we use cookies
We use cookies in a range of ways to improve your experience on our website and platform, including:
- Keeping you signed in
- Understanding how you use our website and platform
- Protecting our website and platform from malicious activities such as automated registrations and bots
- Aggregating anonymous data to help us generate usage reports such as geographic area, device type and browser type
2.2 Types of cookies we use
There are a number of different types of cookies. Our website and platform use in particular:
Functionality cookies
Rate My Service uses these cookies so that we recognize you on our website and platform and remember your previously selected preferences. These may include language preference and location. A mix of first party and third party cookies are used.
Aggregation cookies
Rate My Service uses these cookies to collect information about your visit, the content you viewed, the links you followed and information about your browser, device and IP address. We sometimes share limited aspects of this data with third parties for security purposes. We may also share online data collected through aggregation cookies with other GDPR compliant sub processors.
2.3 How to manage cookies
You can set your browser not to accept cookies. The site above explains how to remove cookies from your browser. However, some website or platform features may not function correctly if you disable cookies.
3. Privacy policy of other websites
Our website and platform may contain links to other websites. This Privacy Policy applies only to the Rate My Service operated website and platform that you access via Filter My Review’s. If you click a link to another website, you should read that website’s privacy policy. Rate My Service and Filter My Review’s are not responsible for the privacy practices of other websites.
4. Information collected from other sources
We may collect limited data from public databases, marketing partners and other outside sources.
We may obtain information about you from other sources, such as public databases, joint marketing partners, and other third parties. Examples of information we may receive from other sources include:
- Social media profile information
- Marketing leads
- Search results and links, including paid listings such as sponsored links
5. How we use your information
In short: We process your information based on our legitimate business interests, the fulfillment of our contract with you, compliance with our legal obligations and or your consent.
We use personal information collected via our sites and platform for the business purposes described below. We process your personal information based on one or more of the following grounds:
- Legitimate business interests (“Business Purposes”)
- Performance of a contract with you (“Contractual”)
- Your consent (“Consent”)
- Compliance with legal obligations (“Legal Reasons”)
We indicate the main processing ground or grounds next to each purpose below.
5.1 Uses of your information
We use the information we collect or receive to:
Send you marketing and promotional communications (Consent or Business Purposes)
We and or our third party marketing partners may use the personal information you send to us for our marketing purposes, consistent with your marketing preferences. You can opt out of marketing emails at any time.
Send administrative information to you (Contractual or Legal Reasons)
We may use your personal information to send you product, service and feature information and or information about changes to our terms, conditions and policies.
Fulfill and manage your orders (Contractual)
We may use your information to fulfill and manage orders, payments, returns and exchanges made through our sites.
Request feedback (Business Purposes)
We may use your information to request feedback and to contact you about your use of our sites or platform.
Enforce our terms, conditions and policies (Business Purposes or Legal Reasons)
We may use your information to monitor and enforce compliance with our terms and policies.
Respond to legal requests and prevent harm (Legal Reasons or Vital Interests)
If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond. We may also use information to investigate, prevent or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person or illegal activities.
For other business purposes (Business Purposes)
We may use your information for data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our sites, products, services, marketing and user experience.
6. Will your information be shared with anyone
In short: We only share information with your consent, to comply with laws, to protect rights, or to fulfill business obligations.
We may process or share data based on the following legal bases:
- Consent: where you have given specific consent for a particular purpose.
- Legitimate interests: where processing is reasonably necessary for our business interests.
- Performance of a contract: where we need to process personal information to fulfill a contract we have with you.
- Legal obligations: where we are legally required to disclose information.
- Vital interests: where disclosure appears necessary to protect vital interests of a person.
6.1 Specific sharing situations
Vendors, consultants and other third party service providers
We may share your data with third party vendors, service providers, contractors or agents who perform services for us or on our behalf and require access to such information to do that work. Examples include:
- Payment processing
- Data analysis
- Email delivery
- Hosting services
- Customer service
- Marketing efforts
We may allow selected third parties to use tracking technology on the sites, which enables them to collect data about how you interact with the sites over time. This information may be used to analyze and track data, determine the popularity of certain content and better understand online activity.
Unless described in this Policy, we do not share, sell, rent or trade your personal information with third parties for their promotional purposes.
Business transfers
We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or part of our business to another company.
Business partners
We may share your information with our business partners to offer you certain products, services or promotions.
6.2 List of business partners and purposes of sharing
The following are core third party partners used by Rate My Service in delivering the platform and related services. Filter My Review’s does not control these partners or their services.
| Business Partner | Contact Information | Type of Data Used | Why Data Needs to Be Shared | Purpose of Processor |
|---|---|---|---|---|
| Google OAuth2 | Privacy: https://policies.google.com/privacy?hl=en – Contact: https://about.google/contact-google/ – Rate My Service use and transfer of information received from Google APIs to any other app will adhere to the Google API Services User Data Policy including the Limited Use requirements | Name and email of contacts | To import staff members from the client’s Google company account to enable use on the Rate My Service application for customer feedback via email signatures | To act as an authentication gateway to access client account information |
| Azure AD Microsoft OAuth2 | Privacy: https://azure.microsoft.com/en-gb/support/legal/privacy-data-management/ – Contact: https://azure.microsoft.com/en-gb/contact/ | Name and email of contacts | To import staff members from the client’s Office365 account to enable use on the Rate My Service application for customer feedback via email signatures | To act as an authentication gateway to access client account information |
| Outscraper | Privacy: https://outscraper.com/privacy/ – Contact: https://outscraper.com/contact-us/ | Google company ID | To indicate which company ID reviews should be fetched from | To provide the chosen company ID reviews |
| Stripe | Privacy: https://stripe.com/en-gb-us/privacy – Contact: https://stripe.com/contact | Name, surname, card credentials | To create a customer profile and link card credentials to the Stripe profile | To process payments |
| Mandrill or Mailchimp | Privacy: https://mailchimp.com/legal/ – Contact: https://mailchimp.com/contact/ | Email address, staff member name, data in notifications such as customer feedback customer name, message, rating and customer reviews | To create and send emails | To act as an email server to send emails |
| Google Maps API | Privacy: https://policies.google.com/privacy?hl=en – Contact: https://about.google/contact-google/ | Name of Google company and or chosen company ID, URL, identifier, company rating average and review count | 1. For the client to determine and verify which Google company they want to receive reviews for. 2. For the functionality to fetch reviews from the specified Google company using Outscraper | To provide an autocomplete list of similar Google companies with their company ID, rating average and review count |
| Tawk.to | Privacy: https://www.tawk.to/legal/ – Contact: https://www.tawk.to/contact-us/ | Name and email address | To create a support ticket or start an online chat service using Tawk.to | To provide real time user support or allow users to create a support ticket |
| ReCaptcha | Privacy: https://policies.google.com/privacy?hl=en – Contact: https://about.google/contact-google/ | IP address, resources loaded including styles or images, user Google account information, behavior data such as scrolling, mouse movement, clicks, time spent and typing patterns | To protect the website from spam, abuse and to identify bots and other malicious software | To protect the website from spam, abuse and to identify bots and malicious software |
| Google Tag Manager | Privacy: https://policies.google.com/privacy?hl=en – Contact: https://about.google/contact-google/ | Aggregated data about tag firing which does not include IP addresses or identifiers associated with a particular individual | To improve the customer website journey across devices | To help optimize tag deployment, reduce configuration errors and allow modification and deployment of tags from a web based interface |
7. How long we keep your information
In short: We keep your information for as long as necessary to fulfill the purposes outlined in this Privacy Policy, unless a longer period is required by law.
We will only keep your personal information for as long as it is necessary for the purposes set out in this Privacy Policy, unless a longer retention period is required or permitted by law such as tax, accounting or other legal requirements. No purpose in this policy will require us to keep your personal information for longer than three years from the moment of last given consent, unless required by law.
When we have no ongoing legitimate business need to process your personal information, we will delete or anonymize it. If immediate deletion is not possible for technical reasons for example where data is stored in backup archives, we will securely store your personal information and isolate it from any further processing until deletion is possible.
8. Your privacy rights
In short: In some regions, such as the European Economic Area, you have rights that allow you greater access to and control over your personal information. You may review, change or terminate your account at any time, subject to contractual and legal requirements.
In some regions for example the European Economic Area you have certain rights under applicable data protection laws. These may include the right to:
- Request access to and obtain a copy of your personal information
- Request rectification or erasure of your personal information
- Restrict the processing of your personal information
- If applicable, exercise data portability
In certain circumstances, you may also have the right to object to the processing of your personal information.
To make such a request, please use the contact details provided below. We will consider and act upon any request in accordance with applicable data protection laws.
If we are relying on your consent to process your personal information, you have the right to withdraw your consent at any time. Withdrawal will not affect the lawfulness of processing before withdrawal.
If you are resident in the European Economic Area and you believe we are unlawfully processing your personal information, you have the right to complain to your local data protection supervisory authority. You can find their contact details here:
http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm
9. GDPR compliance statement
We respect and comply with the EU General Data Protection Regulation GDPR.
Some of the key ways we comply with these regulations are:
Consent
We explain what you are consenting to clearly and ask that you explicitly consent to contact from us where required.
Breach notification
In the event of a personal data breach that requires notification, we will notify affected users without undue delay and, where feasible, within 24 hours of first becoming aware of the breach, in line with legal requirements.
Right to access
Users can request confirmation as to whether personal data concerning them is being processed, where and for what purpose. We will provide a copy of the personal data, free of charge, in an electronic format where required.
Right to be forgotten
Subject to legal obligations and balancing your rights with any overriding public interest, we may delete your personal data where you have requested this.
Data portability
We will allow you to receive personal data concerning you, in a commonly used and machine readable format, and you may have the right to transmit that data to another controller.
Privacy by design
We implement appropriate technical and organizational measures in an effective way to meet the requirements of the GDPR and protect the rights of data subjects. We hold and process only the data necessary for completion of our duties data minimization and limit access to personal data to those who need it in order to perform processing.
10. Ownership of platform data
For the avoidance of doubt:
- Rate My Service owns and operates the review platform and associated infrastructure.
- Rate My Service and its licensors hold all rights, title and interest in and to the databases and data sets created by and within the platform, subject to any contractual rights granted to clients.
- Filter My Review’s does not own, control or manage personal data stored within the Rate My Service platform and does not act as data controller for such data.
11. Updates to this policy
In short: Yes, we will update this policy as necessary to stay compliant with relevant laws.
We may update this Privacy Policy from time to time. The updated version will be indicated by an updated “Revised” date and will be effective as soon as it is accessible. If we make material changes, we may notify you by prominently posting a notice or by sending you a direct notification.
We encourage you to review this Privacy Policy regularly to stay informed about how we are protecting your information.
12. How to contact us about this policy
For all questions, requests or complaints regarding personal data processed in the Rate My Service platform which you access via Filter My Review’s, please contact Rate My Service:
Email: [email protected]
Postal address:
DNA SAAS LABS, LLC t/a Rate My Service
11 Vlei Street
Durbanville
Cape Town
South Africa
7750
Data Protection Officer
If you wish to report a complaint or feel that your concern has not been addressed in a satisfactory manner, you may contact our Data Protection Officer:
Data Protection Officer: Dominic Meulemans
Postal address:
11 Vlei Street
Durbanville
Cape Town
South Africa
7750
If you need additional assistance after contacting our Data Protection Officer, you have a legal right to contact the data protection authority in your country of residence. For more information about member organizations, see:
https://edpb.europa.eu/about-edpb/board/members_en
Important note about Filter My Review’s
Filter My Review’s is a Brand Partner that provides branded access to the Rate My Service platform. Filter My Review’s does not operate, host or control the platform infrastructure and does not determine the purposes and means of processing personal data within the platform. To the fullest extent permitted by law:
- Rate My Service is the sole data controller for personal data processed in the platform.
- All privacy and data protection obligations relating to the platform rest with Rate My Service.
- Filter My Review’s has no responsibility or liability for how Rate My Service processes personal data in the platform, except where such limitation is not permitted by applicable law.
Last update: 2023/11/21