These GBP Manager Terms and Conditions (these "Terms") govern your use of the software and services (collectively, the "Services") from GBP Manager ("GBP Manager," "we," or "us"). BY USING THE SERVICES, YOU AGREE ON BEHALF OF YOU AND YOUR ORGANIZATION (TOGETHER, "YOU" OR "LICENSEE") TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
Subject to the terms and conditions of these Terms including the payment of all applicable fees, GBP Manager hereby grants to Licensee, during the License Period, a limited, non-exclusive, non-transferable license (the "License") to access and use the Services in accordance with the subscription plans (each, a "Subscription Plan") that you have selected on the GBP Manager website (the "Site") or within the Services. The Services are intended to be used in connection with, and the License is limited to, small and medium-sized businesses ("SMBs") that you own, operate, or are authorized to represent. "License Period" means the period beginning on the date that you first subscribe to a Service and ending on the date that you cancel your subscription or that either party gives the other party written notice of termination.
You will not: (a) copy the Services or related documentation; (b) translate or decompile, or create or attempt to create, by reverse engineering or otherwise, the source code form of the Services; (c) modify, adapt, translate, or create a derivative work from the Services; (d) remove any proprietary notices, labels, or marks on the Services; (e) assign, sublicense, rent, or transfer all or any part of the Services or access to the Services to any person or entity without the prior written consent of GBP Manager; or (f) use the Services on behalf of any third party or otherwise to provide outsourcing, service bureau, time-sharing, rental, or any other services to any third party (except to the extent you are permitted to do so as an authorized participant in an applicable partner program).
GBP Manager may, in its sole discretion, provide new features, corrections, changes (including removing features), and updates to the Services. GBP Manager agrees to provide Licensee with limited customer service to answer technical questions during the License Period. Licensee understands that GBP Manager makes no representations regarding response time to technical questions. All technical questions should be directed to GBP Manager via email to support@localmarketingmanager.com or through in-app support tools.
1.4.1 Licensee is responsible for acquiring and maintaining, at its sole cost and expense, all telecommunications and Internet services and other hardware, devices, and software required to access, use, and interoperate with the Services.
1.4.2 In order to access and use the Services, Licensee will register using Google authentication or other means as determined by GBP Manager. As between the parties, Licensee will be solely responsible for any use of the Services under its account, whether authorized by Licensee or not.
Each Subscription Plan will automatically renew at the end of the applicable subscription period for each Service (e.g., monthly or annually) unless you cancel your subscription prior to the end of your current Subscription Plan. You may cancel any or all of your Subscription Plans using the cancellation tools provided in the Service or by emailing us at support@localmarketingmanager.com.
2.2.1 GBP Manager may, in its sole discretion, revoke the License and terminate these Terms at any time upon notice to Licensee, including upon any breach by Licensee of any term or condition of these Terms.
2.2.2 GBP Manager may suspend your access to the Services, in its sole discretion, if GBP Manager reasonably believes that you or anyone accessing the Services through your account is engaged in any activity that (a) may harm GBP Manager, its systems, or any third-party systems, including actual or suspected bot activity; (b) is fraudulent, illegal, or could result in legal liability to GBP Manager; or (c) violates these Terms. Any such suspension may continue until the event causing such suspension has been cured or until GBP Manager has received satisfactory assurances that such event will not recur.
2.2.3 Effect of Termination. In the event of cancellation or termination, GBP Manager will have no further obligations to Licensee. Section 1.2, Section 3, Sections 4 through 12, and this Section 2.3 of these Terms will survive termination for any reason.
Unless otherwise agreed by GBP Manager in writing, Licensee shall be charged the applicable fees monthly in advance in accordance with your Subscription Plan and as posted on the Site or within the Services. Licensee is responsible for keeping its credit card information and billing information up to date. Payments shall be processed by our third-party payment processor. All payments shall be in U.S. Dollars. Except where prohibited by applicable law, payments are non-refundable (including if these Terms terminate in the middle of the month or if Licensee downgrades or modifies its Subscription Plan).
GBP Manager may increase the applicable fees in its sole discretion. We will provide prior notice of such changes to you via the Services or the contact information you provide to us upon registration. Any change in fees will apply to your next billing cycle for the applicable Service. Your continued use of the Services following any changes to the applicable fees will constitute your agreement to be bound by such changes. If you object to any such increases, your sole recourse shall be to cancel the Services.
Licensee is solely responsible for all taxes, fees, duties, and governmental assessments (except for taxes based on GBP Manager's net income) that are imposed or become due in connection with the subject matter of these Terms.
Licensee acknowledges and agrees that, as between GBP Manager and Licensee, GBP Manager owns and retains all rights, title, and interest in and to the Services and all GBP Manager Intellectual Property. These Terms will not constitute a sale of the Services and no title or proprietary rights to the Services are transferred to Licensee. "GBP Manager Intellectual Property" means all of GBP Manager's technology, inventions, discoveries, innovations, know-how, methods, processes, information, trademarks, software, documentation, and interfaces, including all improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, and all Intellectual Property Rights in the foregoing. "Intellectual Property Rights" means registered and unregistered rights granted, applied for, or otherwise now or later in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
Licensee acknowledges that GBP Manager has the right to incorporate into any technology, products, and/or other services any observations concluded by GBP Manager in connection with Licensee's use of the Services, and any results, ideas, feedback, and suggestions provided and offered by Licensee regarding the Services (collectively, "Feedback"). Licensee acknowledges and agrees that it has no expectation of compensation or confidentiality of any nature, and that GBP Manager has no duties to Licensee with respect to such Feedback.
Licensee acknowledges that the Services are a unique, confidential, and valuable asset of GBP Manager, and GBP Manager will have the right to obtain (in addition to any other legal and equitable remedies which may be available) all equitable and legal redress which may be available for the breach or threatened breach of these Terms, including injunctive relief, in any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond.
Information collected by GBP Manager in connection with the Services is maintained in accordance with GBP Manager's Privacy Policy. By entering into these Terms, Licensee consents to GBP Manager's Privacy Policy.
GBP Manager may use and disclose data derived from the use of the Services (a) as part of our business operations, on an aggregate, anonymous basis such that any use or disclosure does not permit a third party to associate any particular data with Licensee, and (b) if required by applicable law. In addition, GBP Manager may use data derived from the use of the Services for internal purposes, including to operate, manage, maintain, develop, and improve our product and service offerings.
6.1.1 It has all rights, licenses, and permissions necessary to (a) enter into these Terms; (b) use the Services on behalf of each SMB whose profile, ranking, or other status is managed by Licensee through the Services; and (c) use and process any data uploaded to the Services.
6.1.2 It will not use the Services in violation of any applicable law, rule, or regulation.
6.1.3 It will use the Services in compliance with all applicable terms and conditions of any third-party platform, including the applicable terms and conditions of Google, Inc. and its affiliates.
6.1.4 It will not introduce or knowingly transmit any virus, malware, or other harmful code through the Services.
Licensee acknowledges that its use of the Services is at its own risk. The Services are provided solely on an "as-is" basis. GBP Manager makes, and Licensee receives, no warranties, express, implied, or otherwise. GBP Manager expressly disclaims any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and/or non-infringement. GBP Manager does not warrant that the Services will be uninterrupted or error free or that they will function or operate in conjunction with any other product, device, software, or other materials. Without limitation of the foregoing, GBP Manager will have no liability for any: (a) errors, mistakes, or inaccuracies of any information or data; (b) any unauthorized access to or use of the Services; (c) any interruption of transmission to or from the Services; (d) any bugs, viruses, trojan horses, or the like which may be transmitted on or through the Services by any third party; or (e) any loss or damage of any kind incurred as a result of the use of the Services or of any information or data obtained, transmitted, or otherwise made available on or through the Services.
To the maximum extent permitted by applicable law, in no event will GBP Manager be liable for any consequential, exemplary, special, indirect, incidental, or punitive damages or lost profits (even if it has been advised of the possibility of such damages) arising from or relating to these Terms or its subject matter, including damages arising from loss of data, from the disabling of the Services, or any other damages, however caused, and under any theory of liability. Without limitation of the foregoing, under no circumstances will GBP Manager's total aggregate liability to Licensee or any third party for any and all claims arising under these Terms, including without limitation arising out of Licensee's use of the Services, exceed the amounts paid to GBP Manager for the applicable Service during the one-month period immediately preceding the incident giving rise to the liability (or for services billed annually, one-twelfth of the annual fee paid for the then-current year).
Licensee agrees to indemnify, defend, and/or settle, and pay damages awarded pursuant to any third-party claim brought against GBP Manager arising from or relating to (a) Licensee's use of the Services; (b) Licensee's breach of these Terms (including any breach of Licensee's representations, warranties, or covenants under Section 6). In the event any claim is made against GBP Manager, we will promptly notify Licensee in writing of such claim, and promptly tender the control of the defense and settlement to Licensee (at Licensee's expense) and cooperate fully with Licensee (at Licensee's request and expense) in defending or settling such claim. Licensee will not enter into any settlement or compromise of any such claim without GBP Manager's prior written consent.
Licensee will (and will ensure that its employees will) maintain the strict confidentiality of the Services and all information and materials contained in the Services and all information and materials conveyed by GBP Manager to Licensee in connection with the Services or otherwise under these Terms, including but not limited to, financial information, pricing information, marketing information, and the Services' features and modes of operation, inventions (whether or not patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation, and other technical information, plans, and data (collectively, the "Proprietary Information"). This undertaking will not apply to information that becomes part of the public domain through no act or omission of Licensee or is in Licensee's lawful possession (as demonstrated by written documentation) prior to the License Period.
Licensee will implement and maintain commercially reasonable measures to prevent the unauthorized use or disclosure of Proprietary Information. Licensee will not disclose the Proprietary Information to any third party. Licensee shall not use the Proprietary Information for any purpose other than to exercise its rights under these Terms.
These Terms shall be governed by and interpreted in accordance with the laws of the State of California, without giving effect to its principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Transactions Act shall not apply to these Terms.
Except as provided in Section 4.3 (Injunctive Relief), any claim arising out of or relating to the Services or these Terms that cannot be resolved informally by the parties, after using commercially reasonable efforts to do so, shall be resolved by arbitration in Los Angeles, California in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association; provided that you may not bring any claim more than one year after the incident first giving rise to such claim. The arbitration will be heard and determined by a single arbitrator who is a lawyer or retired judge with experience in the software industry. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction (and the parties agree to the non-exclusive jurisdiction of the state and federal courts located in Los Angeles County, California for such purposes). Each party shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The arbitration will be kept confidential and the existence of the proceeding and any element of it will not be disclosed beyond the arbitration panel, except as may lawfully be required in judicial proceedings relating to the arbitration or by disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
No disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. By entering into these Terms, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connected with these Terms must be asserted individually.
Licensee will not sublicense, assign, delegate, or otherwise transfer these Terms or any of the related rights or obligations for any reason, without the prior written consent of GBP Manager, and any attempt by Licensee to do so will be void.
Legal notices under these Terms shall be in writing as follows: (a) if to Licensee, to the email address provided upon registration; and (b) if to GBP Manager, via email to support@localmarketingmanager.com. Any notice shall be deemed given: (i) when sent, if by email; (ii) upon receipt if sent by personal delivery or by certified or registered U.S. Mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.
GBP Manager will not be responsible for any failure or delay in its performance under these Terms or in connection with any of the Services due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, pandemic, epidemic, war, terrorism, riot, acts of God, or outages caused by the failure of public network or communications components.
These Terms constitute the complete and exclusive statement of the terms and agreement between GBP Manager and Licensee and supersede all prior representations, understandings, and communications, oral or written, between the parties with respect to the subject matter of these Terms.
The failure of GBP Manager to insist, in any one or more instances, upon the performance of any term of these Terms will not be construed as a waiver or relinquishment of its rights to such performance or future performance of such term, and the obligation of Licensee with respect to such term will continue in full force and effect.
If any provision of these Terms is invalid, unlawful, or unenforceable to any extent, the parties agree that such provision will be deemed modified to the minimal extent necessary to make it enforceable while still retaining the intent of the parties. In such event, the remainder of these Terms will not be affected, and the remaining provisions of these Terms will continue to be valid and may be enforced to the fullest extent permitted by law.
GBP Manager may, in its sole and absolute discretion, modify these Terms from time to time. All changes to these Terms will be effective when posted, and we will provide prior notice of such changes to you via the Services or the contact information you provide to us upon registration. Your continued use of the Services following any changes to these Terms will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to cancel the Services.