Last Updated February 12, 2017.
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using this website (the “Site”) operated by Nova Advertising, LLC. Your access to and use of the Site is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access the Site. By using the Site, you are agreeing to these Terms and forming a legally binding contract with NOVA Advertising LLC, doing business as “We Hear You Online” in Fairfax, Virginia. Do not access or utilize the Site if you are unwilling or unable to be bound by the Terms.
“You” and “your” refer to you, as a user of the Site. A “user” is someone who accesses, browses, or in any way uses the Site. “We,” “us,” and “our” refer to “We Hear You Online”.
“Content” may include photos, text, images, audio, video, and all other forms of data and communication. “User Content” is defined as Content that you submit or transmit to, through, or in connection with the Site, including but not limited to reviews, compliments, messages, and information that user publicly displays in your profile. “Third Party Content” is defined as Content that stems from any parties other than We Hear You Online or its users, which is made accessible in connection with the Site. “Site Content” defines Content that is made accessible in connection with the Site, including User Content, Third Party Content, and We Hear You Online Content.
2. CHANGES TO THE TERMS & CONDITIONS
We reserve the right to modify the Terms at any time, and without any notice. The most current version of these Terms will be located here. You agree that your use of the Site is controlled by the Terms effective at the time of your access to or use of the Site. At the top of this page, we will specify the date that revisions were last made. Since the revised versions of the Terms will be binding on you, you should revisit these Terms on a regular basis. Any such modification will be effective upon our posting of new Terms and conditions. You agree that your continued access to or use of the Site after the effective date of modifications to the Terms is an indication of your acceptance of any modifications.
3. USAGE OF THE SITE
You must be at least 18 years or older and have the authority to enter into these Terms, in order to access the Site. If you are a competitor of ours or if we have previously banned you from the Site or closed your account, you may not access or use the Site.
Permission to Use
You may be exposed to Content that is offensive, vulgar, inaccurate, hateful, or otherwise improper. Therefore, your use of the Site is at your own risk. We grant you permission to use the Site subject to the restrictions in these Terms.
User is responsible for maintaining the confidentiality of the login credentials. User is also responsible for any activities that occur in connection with their account. User agrees to immediately notify us of any unauthorized use of their account. We reserve the right to close your account at any time for any or no reason.
Responsibility for Content
Your content cannot always be withdrawn, therefore you are solely responsible for any provided Content, and once published. You assume all risks associated with the content, including reliance on its quality, accuracy, or reliability, or any disclosure by you of information in the content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by We Hear You Online.
You may be liable if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
Our Right to Use Your Content
We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you grant us the fully transferrable right to use Your Content for any purpose, world-wide, perpetual, non-exclusive, royalty-free, assignable, and sublicensable. Additionally, you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against We Hear You Online and its users any claims with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, and prepare derivative works of Your Content.
The visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content are all owned by us. We also own the intellectual and proprietary rights throughout the world associated with the We Hear You Online Content and the Site. You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the We Hear You Online Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the We Hear You Online Content are retained by us.
User Content (including any that may have been created by users employed or contracted by We Hear You Online) does not necessarily reflect the opinion of We Hear You Online. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. We do not guarantee any confidentiality with respect to Your Content and we have no obligation to retain or provide you with copies of Your Content.
You agree not to, and will not assist, encourage, or enable others to use the Site to:
Write a fake or defamatory review, trade reviews with other businesses, or compensate someone or be compensated to write or remove a review;
Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
Promote a business or other commercial venture or event, or otherwise use the Site for commercial purposes, except in connection with a Business Account and as expressly permitted by We Hear You Online;
Violate any applicable law.
You also agree not to, and will not assist, encourage, or enable others to:
Violate the Terms;
Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by We Hear You Online;
Reverse engineer any portion of the Site;
Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
Record, process, or mine information about other users;
Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
Reformat or frame any portion of the Site;
Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on We Hear You Online’s technology infrastructure or otherwise make excessive traffic demands of the Site;
Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
7. SUGGESTIONS AND IMPROVEMENTS
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against We Hear You Online and its users any claims and assertions of any moral rights contained in such Feedback.
8. THIRD PARTIES
The Site may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
Some of the services made available through the Site may be subject to additional third party or open source licensing terms and disclosures, including the ones posted here and incorporated herein by reference.
You agree to indemnify, defend, and hold We Hear You Online, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “We Hear You Online Entities”) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We Hear You Online reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE We Hear You Online ONLINE ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE We Hear You Online ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. THE We Hear You Online ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, THE We Hear You Online ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.
THE We Hear You Online ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE’S USERS. ACCORDINGLY, THE We Hear You Online ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
THE We Hear You Online ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE We Hear You Online ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
THE We Hear You Online ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE We Hear You Online ENTITIES IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $200.
THE We Hear You Online ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
11. CHOICE OF LAW AND VENUE
Virginia law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and We Hear You Online (a “Claim”), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN FAIRFAX COUNTY, VIRGINIA.
You may terminate the Terms at any time by closing your account, discontinuing your use of the Site, and providing We Hear You Online with a notice of termination here.
We reserve the right to close your account, suspend your ability to use certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.
In the event of any termination of these Terms, whether by you or us, Sections 1, 4, 5, 8-12 will continue in full force and effect, including our right to use Your Content as detailed in Section 4.
Notifications of claimed copyright infringement and counter notices must be sent to our designated agent:
We will respond expeditiously to claims of copyright infringement committed using the our Site that are reported to our Designated Copyright Agent, identified above, in accordance with the U.S. Digital Millennium Copyright Act of 1998 (“DMCA”). These notices must include the required information set forth in the DMCA.
14. GENERAL TERMS
We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability. Except as otherwise stated in Section 9 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreements. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with We Hear You Online’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect. If you have any question regarding the use of the Site, please contact us at [email protected].