ResellerRatings.comLast updated: May 16^th 2024

Terms and Conditions for Businesses

1. These business terms and conditions (“Business Terms”) apply to individuals or entities (“Client” or “You”) that contract with RSR to use the Services. These Business Terms are in addition to RSR’s General Terms for Reviewers, Readers, and Users (“General Terms”). Capitalized terms used in these Business Terms but not defined herein have the meanings provided in the General Terms.

2. When RSR and a specific Client execute or “click through” an order form or other similar document initiating the sale or provision of products or services offered by RSR (“Order Form”), the Order Form, these Business Terms, the General Terms, RSR’s Privacy Policy, RSR’s Cookies Policies, and any other agreements or documents expressly incorporated by reference form a binding contract between RSR and the Client (“Agreement”). In the event of a conflict between any of the documents comprising the Agreement, the Order Form will prevail first, then these Business Terms, and then the General Terms.

3. The term of the Agreement is set forth in the Order Form. Unless otherwise stated in the applicable Order Form, the Services may be terminated at the end of the applicable term by written notice of either party. RSR shall have the right to terminate the Services at any time (i) upon the material breach of any of the terms of this Agreement without cure within 15 days after receiving notice of breach; or (ii) the insolvency of Client. In the event of termination, all subscription fees for the respective term will be due and payable. Further, access to all review content will be immediately terminated.

4. RSR will provide Client notice of any updates or changes to the Agreement (“Contract Updates”) by posting notice on its website.  Contract Updates will be effective 30 days after posting, unless Client enters into a written agreement with RSR stating otherwise.

5. During the term of the Agreement, RSR shall provide the products and services that are described in the Order Form (“Services”), all subject to and in accordance with the Agreement. To the extent the Services require a license in addition to the license granted to general users in the General Terms, subject to the Agreement, RSR grants Client a limited, non-exclusive, non-transferable, and revocable license to use the Services during the term.

6. To the extent the Services involve Client importing content, including but not limited to reviews, images, videos, testimonials or other content, from other review sites or any other parties, Client represents that it has the right to import such content and, remains liable for such content and agrees the indemnification provisions contained herein shall apply to any third party claims, including but not limited to third party claims from anyone alleging they are the content owners, related thereto.

7. Client shall pay the fees, if any, in the amount, at the time, and in the manner set forth in the Order Form. If the Order Form is silent on any applicable payment terms, Client shall perform at the time and in the manner set forth in invoices that RSR may issue from time to time. In the event Client fails to pay any amounts when due, in addition to any other rights available under applicable law, RSR shall have the right to either (or both) (i) charge interest on the delinquent amount at the rate of eight percent (8%) per annum, or (ii) terminate Client’s access to the Purchased Services.

8. To the extent the Services involve RSR initiating emails or similar electronic communications to Client’s customers, Client must either (i) expressly obtain the customer’s consent for RSR to contact such customer through Client’s ordering or other process, or (ii) provide written notice of non-consent to RSR and then work with RSR to include a customer “opt in” or consent request in portions of the Services. In the event that Client initiates emails or similar electronic communications to Client’s customers, it is Client’s responsibility to ensure that all invitations meet all applicable legal and regulatory requirements and Client shall be solely responsible for complying with any applicable laws, including but not limited to privacy, consent, opt-in or opt-out laws.

9. Client is not required but may from time to time, choose to provide RSR with suggestions, enhancement requests, or other recommendations regarding the Services (“Feedback”). Should client provide any such Feedback to RSR, Client grants to RSR a royalty-free, worldwide, transferrable, irrevocable, perpetual license to use of incorporate into the Services any such Feedback. Further, RSR is not required to return or destroy any Feedback provided by Client upon termination of the Agreement.

10. The fees listed in the Order Form do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client shall be responsible for and shall promptly reimburse RSR for the payment of all such Taxes (including interest and penalties) imposed by any governmental authorities based on the Purchased Services, provided that RSR shall be liable for any income taxes on or measured by RSR’s net income or gross receipts.

11. By using the RSR Services Client gives RSR the right to display Client’s business name and logo on the RSR platform to identify the services or products offered by Client.

12. If requested by you in writing, RSR may assist you with adding code to your website or with other aspects of implementation to ensure that your systems are compatible with the RSR Services (the “Implementation Activities”). To the maximum extent permitted by applicable law, you, on behalf of yourself and your affiliates and agents, hereby expressly waive and release any and all claims, now known or hereafter known, against any of the RSR Parties, on account of any damage, loss, or expense, of any kind or nature, arising out of or attributable to the Implementation Activities, whether arising out of the ordinary negligence of any of the RSR Parties or otherwise. You covenant not to make or bring any such claim against any of the RSR Parties, and forever release and discharge the RSR Parties from liability under such claims.

13. For a period of thirty (30) days after the termination of any applicable Order Form, Client shall have the right, upon prior written request to RSR, to export any of its Product or Brand Reviews from the Services. Any Product or Brand Reviews exported shall be used for Client’s internal business purposes only. Any other use shall be strictly prohibited.

14. All confidential information disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the confidential information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the confidential information of the disclosing party as it uses with respect to its own confidential information. The receiving party will limit access to confidential Information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep such information confidential. RSR may use Client’s confidential information solely as provided for under this Agreement. Notwithstanding the foregoing, the receiving party may disclose confidential Information of the disclosing party (a) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, and (b) as required to respond to any summons, subpoena or in connection with any litigation, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. Upon the request of the disclosing party, the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession.

15. To the maximum extent permitted by applicable law, Client agrees to indemnify and hold harmless RSR, and its affiliates, officers, directors, employees, agents, and representatives of each of them (collectively, the “RSR Parties”) from and against any claims, disputes, liabilities, losses, costs and expenses, including, without limitation, reasonable legal fees, in any way related to Client’s access to or use of the RSR Services (including but not limited to review invitations, fake or inappropriate reviews generated by you, any breach of our guidelines and any and all content that you provide) or Client’s breach of this Agreement or any rules, laws or regulations including but not limited to privacy laws.

16. RSR provides the RSR Services on an “AS IS” basis without warranty of any kind, express or implied. RSR EXPRESSLY DISCLAIMS WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RSR is not responsible or liable to Client for any errors, omissions, technical inaccuracies, or downtime in the RSR Services. RSR is constantly improving the RSR Services and reserves the right to make such improvements or changes without prior notice as it deems appropriate.

17. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT AGREES THAT RSR SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA), AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT WAIVES ANY RIGHT IT WOULD OTHERWISE HAVE TO ANY SUCH DAMAGES. FURTHER, CLIENT AGREES THAT RSR’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS FROM CLIENT (OR THIRD-PARTIES RELATED TO CLIENT’S USE) IN CONNECTION WITH OR RELATED TO THE RSR SERVICES SHALL BE THE GREATER OF (I) THE FEES PAID BY CLIENT TO RSR OVER THE PRIOR 12 MONTHS OR (II) TWO HUNDRED FIFTY U.S. DOLLARS ($250.00).

18. All provisions of these Business Terms that should survive termination in order to accomplish their intended purpose shall survive, including, without limitation, Sections 5, 7, 8, 9, 13 and 16.