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Top Rated Local® Business Listing Terms of Service

Last updated June 19, 2019.

Welcome to Topratedlocal.com. This Top Rated Local Business Listing Terms of Service (the “Terms of Service ”) governs the relationship between you (the “Client” or “you”) and Madwire, LLC d/b/a Top Rated Local a Colorado limited liability company located at 3420 E. Harmony Rd. Fort Collins, CO 80528 (“Top Rated Local,” “we” or “us” and together with you the “Parties or each individually a “Party”) Top Rated Local® provides a range of marketing and reputation management services for businesses of all sizes (the “Services”).By signing up your business account at topratedlocal.com you expressly accept these Terms of Service. These Terms of Service may be reviewed at any time at www.topratedlocal.com/legal.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTE RESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, TOP RATED LOCAL® DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY TOP RATED LOCAL®, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.

1. Acceptance of these Terms of Service. These Terms of Service together with our Privacy Policy located at www.topratedlocal.com/legal/privacy-policy/ govern the Top Rated Local Services and constitute the entire agreement between the Parties. Top Rated Local® limits acceptance to the Service Agreement and the Terms of Service, and objects to any other additional or different terms in the Client’s acceptance.

2. Changes to the Terms of Service. We may, from time to time, change these Terms of Service, including the Privacy Policy. Such revisions will be effective immediately; provided however, for existing Clients, such revisions shall, unless otherwise state, be effective 30 days after posting. Past Terms of Service can be found here: www.topratedlocal.com/terms-of-service-archives/.

3. Top Rated Local Business Listing Services

a. Top Rated Local® Base Platform. You may claim your business listing and get access to the Top Rated Base Platform for no additional cost. The base platform includes the ability edit some business information on your listing, to add unlimited users, access to the rating and analytics dashboard, recommendations for improving your rating score, ability to leave notes or reply’s to reviews on Top Rated local, the ability to embed Top Rated Local reviews and ratings on your website, and the ability to use the Top Rated Local trust badge on your website and marketing materials. The Top Rated Local base platform is available for free for one business location, additional business locations will require a Reputation Plus account. The initial location will be determined by Top Rated Local.

b. Top Rated Local Premium - $39/mo. In addition to everything included with the base platform the Top Rated Local Premium package grants you the ability to keep reviewer comments private for internal use only (rating stars will remain part of your Top Rated Local star ranking and overall Rating Score), the ability to send rerate requests to your reviews, and the ability to promote special offers through your Top Rated Local account. Also with a premium account, verified reviews will show a verified review badge. A Top Rated Local Premium Account will include a business listing for one location, additional business locations will require a Reputation Plus account.

c. Top Rated Local Reputation Management $300/mo. In addition to everything in the Top Rated Local Premium account your reputation Management account will include a dedicated reputation manager, access to the Marketing 360 CRM and Email Marketing 360. Your reputation manager will work to help improve your overall Rating Score and reputation across the internet. Your reputation manager will work with you to help improve your online reputation by reaching out to verified Clients to solicit reviews on reputable review websites. Your reputation manager will also read and reply (with your permission) to new reviews posted throughout the internet. Your Reputation Plus account also gives you an enhanced business listing, placement as a “Staff Favorite” on your vertical listing page, the ability to add additional locations, and an enhanced flag on the Top Rated Local map for greater visibility. One location is included with your account, additional business listing locations are available for $199 per month.

4. Communication Preferences. You consent to receiving electronic communications from Top Rated Local relating to your account. These communications may involve sending emails to your email address provided during registration, or posting communications on the Top Rated Local dashboard, or in the "My Account" page and will include notices about your account (e.g., payment authorizations, change in password or Payment Method, confirmation e-mails and other transactional information) and are part of your relationship with Top Rated Local. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new Top Rated Local features and content, special offers, promotional announcements and customer surveys via email or other methods. Please review our Privacy Policy www.topratedlocal.com/legal/privacy-policy/ for further detail on our marketing communications.

5. Reputation Management Client Obligations.In addition to making all required payments, all Reputation Management Clients shall(a) cooperate with Top Rated Local® in all matters relating to the Services and provide access to third party accounts, including review accounts, as necessary; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Top Rated Local® to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Top Rated Local® may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects.

6. Prohibited Content. You may not use the Top Rated Local services for to post, promote or link to any illegal activity, storage or transmission of information, data or files that violate any United States Federal, State or City law. Such information/data includes, but is not limited to: pirated software, copyrighted data and links to sites that provide such software/data. Pornography and sex-related merchandising are also prohibited on Top Rated Local. This includes sites that may infer sexual content, or link to adult content elsewhere. This is also true for sites that promote or link to any illegal activity or content that may be damaging to our servers or any other server on the Internet. Moreover, any site involved in “spamming, selling or promoting bulk email software, services, or addresses is forbidden. Top Rated Local reserves the right to refuse or cancel service to any Client that violates this section. Furthermore, we reserve the right to determine what violates this policy.

7. Billing.By signing up for either a Premium or Reputation Plus account and providing a designated Payment Method, you authorize us to charge you a recurring monthly fee at the then current monthly rate. You agree to pay all amounts due under this Agreement in US dollars monthly, in advance.If Client is paying by credit card or ACH, Client hereby authorizes Top Rated Local® to charge the credit card or other payment method provided for any such amounts on a recurring basis when such amounts are due, and any amounts due will be automatically charged, in advance. For monthly recurring Services, unless the Service Agreement states otherwise, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on. The last billing date in each month is the 25th.If your Effective Date is after the 25th, the first payment will be taken on the Effective Date, and recurring payments will bill on the 25thof each month. Top Rated Local® uses a credit card updating service that automatically updates credit card numbers where a credit card has expired or been replaced. You acknowledge that Top Rated Local® has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Service Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL AMOUNTS OWED MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.

8. No Refunds.PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

9. Term and Cancellation.

a. Term. The Agreement shall begin on the Effective Date, and will remain in effect until terminated as provided below. For recurring accounts, including Reputation Management accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”), and authorizes recurring monthly billing for such period. Unless otherwise stated in the Service Agreement, Reputation Management accounts have a six (6) month Initial Term and Top Rated Local Premium accounts have a one month Initial Term. Only months in which full payment has been received will count as a month of marketing under the Initial Term. Client acknowledges that Client’s Reputation Management plan is designed based on a minimum six-month Initial Term. After the Initial Term, the Term will be automatically renewed for successive one month periods (each, a “Renewal Term”), or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)

b. Cancellation.You may cancel the services by providing no less than 30 days’ written notice of cancellation via mail or email addressed to Client’s Marketing Executive or Project Manager, as applicable.If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term.If you have completed the Initial Term, services will continue through the end of the next applicable Renewal Term, and will then be cancelled.

c. Early Cancellation. If you wish to cancel the Services without completing the Initial Term you may do so only by providing both written notification of cancellation and the Early Cancellation Fee. The amount of your Early Cancellation Fee is defined in your Service Agreement. If your Service Agreement does not define the Early Cancellation Fee it shall be equal to the lesser of either (a) your remaining monthly payments under the Initial Term or (b) $1,494. The Early Cancellation Fee payment is in addition to your monthly payments to date and may not be paid with credits on file or any prior payment. The Early Cancellation Fee must be provided within five (5) business days from our receipt of your written notice of early cancellation. No early cancellation of a Service Agreement will take effect until the Early Cancellation Fee has been paid, and you will continue to be billed monthly until we receive both proper written notice of cancellation and the Early Cancellation Fee, as applicable. Upon execution of this agreement, Top Rated Local® will be investing considerable work into Client’s business and online marketing activities. This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term. Client recognizes the aforementioned investment, up-front sales, setup and opportunity costs that Top Rated Local® bears in connection with this marketing commitment, and acknowledges that this fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Marketing 360® for early cancellation of the Services.

d. Cancellation Revocation.You may, upon written notice (email is acceptable), revoke such cancellation within 30 days after you have made a cancellation request, in which case the Service Agreement will be reinstated and all applicable services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.

e. Top Rated Local’s Right to Cancel.We may cancel this Agreement at any time for any reason, and in our sole discretion, by providing written notice of cancellation to you.Cancellation will take effect at the end of the then current billing period. Written notice may be provided to you via email. If we terminate this Agreement, we will reimburse you for any unused funds within 30 business days from the effective cancellation date.

10. Intellectual Property.

a. Trademarks.All trademarks in this agreement and used in conjunction with the Services are trademarks of Top Rated Local®, its affiliates and licensors. Use of these trademarks is governed by the Top Rated Local trademark policy, all other uses are prohibited.

b. Copyright. The Top Rated Local website, software and content are protected by copyright, trade secret or other intellectual property laws and treaties.

c. Claims of Copyright Infringement.If you believe your work has been reproduced or distributed in a way that constitutes a copyright infringement or are aware of any infringing material available through the Top Rated Local service, please notify us through our DMCA policy located at www.topratedlocal.com/legal/copyright-policy/.

11. Authorization and Limited License to Access Top Rated Local® Software Platform.During the Term, you will be granted a revocable, non-transferable, non-sublicenseable, non-exclusive limited license to access the Top Rated Local® software platform. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in Top Rated Local®, the platform, software, data, applications,methodsof doing business or any other content provided through Top Rated Local® whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Top Rated Local® Platform and Services, are and will remain with Top Rated Local®. You may only access Top Rated Local® via a web browser or mobile application.Your access shall be password protected and you acknowledge that you shall not share your password or otherwise permit any other Person to, access or use the Top Rated Local® Platform or Services except as expressly permitted by this Agreement.

For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits:

(a)copy, modify or create derivative works or improvements of Top Rated Local® Platform or Services;

(b)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Top Rated Local® Platform or Services to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

(c)reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;

(d)bypass or breach any security device or protection used by the Top Rated Local® Platform or Services or access or use the Top Rated Local® Platform or Services other than by an Authorized User through the use of his or her own then valid Access Credentials;

(e)input, upload, transmit or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;

(f)damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Provider Systems or Provider’s provision of services to any third party, in whole or in part;

(g)remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the services, including any copy thereof;

(h)access or use the Top Rated Local® Platform or Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Provider customer), or that violates any applicable Law;

(i)access or use the Top Rated Local® Platform or Services for purposes of competitive analysis of the Services or Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage.

Top Rated Local® may terminate the foregoing license and your account if it determines, in its sole discretion, that you have violated the provisions of this license.

12. Representations.By agreeing to these Terms of Service you personally represent that (a) you are at least 18 years of age; (b) you have the authority to claim the associated business listing; (c) the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (d) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (e) upon execution of the Service Agreement, this Agreement constitutes a legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms. Client further represents that Client has the right to use all intellectual property, including but not limited to copyrighted materials and trademarks, supplied to Top Rated Local® for use in conjunction with the services.

13. DISCLAIMER OF WARRANTIES.TOP RATED LOCAL® PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, OUR SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOP RATED LOCAL DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, TOP RATED LOCAL MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.

14. LIMITATIONS OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOP RATED LOCAL® SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO TOP RATED LOCAL® FOR THE SERVICES SOLD HEREUNDER.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.

15. Indemnification.You agree to indemnify, defend and hold us harmless from any and all liability, claims, damages and settlements due to any third-party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Client’s (a) illegal or unauthorized use of the Services, or (b) noncompliance or breach of any of these Terms or Service by Client or any third party (authorized, permitted or enabled by Client).This indemnification includes, but is not limited to, any actions, including intellectual property actions (including trademark and copyright actions), actions related to end user personal or financial data, PCI compliance, Client’s order processing, billing, fulfillment, shipment, collection and/or actions related or associated with any products or services offered, sold or licensed through Client’s website.If Client is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Client waives any Claims it may have against Marketing 360® arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless Marketing 360 against any and all Claims that are related to or arise from failure to comply with HIPAA requirements.

16. Dispute Resolution.

a. Good Faith and Cooperation.Each of the Parties agrees to cooperate in good faith, reasonably, and in such a manner as may be necessary or appropriate to implement and give effect to the terms, conditions, and agreements contained herein. Each Party agrees to contact the other in writing (email is acceptable) regarding any claims, disputes or controversies, and allow the other Party no less than 30 days to cure the issue and/or demonstrate that there is in fact no issue present under these Terms of Service prior to initiating any formal legal action, payment dispute, or publishing any disparaging comments detrimental to the reputation, business, or business relationships the other.

b. Agreement to Arbitrate.If the Parties are unable to resolve a dispute in Good Faith,the Parties hereby agree to resolve any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, through confidential binding arbitration in Fort Collins, Colorado by a single arbitrator. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement.Such arbitration shall be administered by the American Arbitration Association (AAA), and conducted pursuant to the Expedited Procedures of the Commercial Arbitration Rules (CARs) of the AAA.The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. The Parties further agree that the arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

c. Exceptions to Agreement to Arbitrate.Either Party may assert claims, if they qualify, in small claims court in Larimer County, Colorado. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or for intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the Good Faith dispute-resolution process described above.In the event that the Arbitration Agreement is found not to apply for any reason, all actions relating to or in connection with this Agreement shall be brought in the state and federal courts of the state of Colorado. The Parties consent to venue and personal jurisdiction in these courts for the limited exceptions under this Section 12.c.

d. Costs and Attorney’s Fees:Except as otherwise provided in these Terms of Service, the Parties will be responsible for their own costs and legal fees.

e. Voluntary and Knowing Waiver.BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGRESS THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND THAT IT WAIVES ANY RIGHT TO BRING AN ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. OTHER RIGHTS THAT CLIENT WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

17. Miscellaneous.

a. Choice of Law:This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the state of Colorado without giving effect to conflict of laws principles.

b. Entire Agreement.These Terms or Service together with the applicable Service Agreement constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Any amendments or modifications of this agreement shall be in writing and executed by the Parties.

c. Waiver.The failure by either Party to require performance of any provision shall not constitute a waiver nor affect that Party's right to require performance at any time thereafter.

d. Electronic Signatures.Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

e. Severability.If any provision of this Agreement or the application thereof is held invalid, illegal or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect.

f. Assignment.Neither Party may assign any part of the Agreement without the prior written consent of the other Party, provided, however, that either Party may freely assign this Agreement in connection with a sale of substantially all of its assets or a change of control of at least 50% of the voting equity interests of the business effective upon notice to the other Party.

g. No Third Party Beneficiaries.The parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

h. HIPAA. If Client is a “covered entity” or a “business associate” thereof, as each term is used under the Health Insurance Portability and Accountability Act of 1996 (as may be amended or replaced, “HIPAA”) or is otherwise subject to any HIPAA-related or similar legal requirement, Client is solely responsible toensure full compliance therewith. Client is responsible for maintaining the privacy of any persons or their information that may be covered by HIPAA or any related or similar legislation or regulation. Marketing 360® makes no claims or warranties regarding compliance with HIPAA.

i. EU/EEA Data Processing. To the extent that we process customer data that is subject to the European Union General Data Protection Regulation (“GDPR”) on your behalf, the terms of the Marketing 360 Data Processing Agreement (the “Marketing 360 DPA”). The Marketing 360 DPA is hereby incorporated by reference for all accounts whereby we process data subject to the GDPR. You acknowledge that in all cases Marketing 360 acts as the data processor of this data and you are the data controller of the data. You are required under the GDPR to obtain and maintain documentation of the applicable legitimate purpose and/or consent to process this data.

j. Third-Party websites, reviews and products.Third-Party websites, reviews and products are not under our control, and are provided to you only as a convenience. The availability of any Third-Party website or product does not mean we endorse, support or warranty the third=party website or product. All trademarks are the property of their respective owners. Any third-party company, product and service names used on this website are for identification purposes only. Use of these names, trademarks and brands does not imply any endorsement, affiliation or relationship with Top Rated Local or its affiliates.

k. Relationship of the Parties.The Parties to the agreement are independent contractors, and no agency, partnership, joint venture or employee/employer relationship is intended or created.

l. Referrals.Top Rated Local® may provide incentives to third parties to introduce potential Clients to Top Rated Local®.

m. Survival.The sections labeled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Top Rated Local® as of the effective date of termination.

o. Taxes.Except for Clients located in South Dakota, and unless otherwise stated, the fees do not include any taxes, levies, duties or other similar government assessments of any nature, including but not limited to value-added, sales, use or withholding taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying any taxes associated with the purchase of the services hereunder. Sales Tax will be collected on all products, except for Ad Credits and Website Design services, sold to Clients residing in South Dakota.

p. Call Recording.You acknowledge that we may record Client phone calls for quality control purposes.

q. Trade Name.Top Rated Local® is a federally registered trademark and registered trade name of Madwire, LLC a Colorado Limited Liability Company.

r. Headings.Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section.

s. Force Majeure.Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.

t. Defined Terms.Capitalized terms are defined in the Section in which they first appear.

Top Rated Local® Privacy Policy

Last Updated on December 13, 2019. This privacy policy is effective immediately.

Introduction

At Madwire, LLC d/b/a Top Rated Local® (the "Company" or "We"), we respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit any of our Websites, including, but not limited to, markteting360.com, topratedlocal.com, mymarketing360.com and websites360.com (our “Websites”), access our Marketing 360®, Websites 360® and Top Rated Local® software platforms, access any of our mobile applications or otherwise utilize any of our services (collectively the “Madwire Services”) This policy also outlines the process for collecting, using, maintaining, protecting and disclosing that information.

This website is not intended for children under the age of 16, and we do not knowingly collect data relating to children. Please contact us immediately if you believe we may have information related to any child so that we may delete this information.

It is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them.

This policy applies to information we collect:

  • On this Websites.
  • In e-mail, text and other electronic messages between you and this Websites.
  • Through our mobile and desktop applications, which provide dedicated non-browser-based interaction between you and this Websites.
  • When you interact with our advertising and applications on third-party Websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

  • us offline or through any other means, including on any other websites operated by Company or any third party (including our affiliates and subsidiaries); or
  • any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or on the Websites.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Websites or the Madwire Services. By accessing or using these Websites and/or the Madwire Services, you agree to this privacy policy. This policy may change from time to time. If we make any material changes we will notify you by posting the revised Privacy Policy on our Websites. Your continued use of this Websites and/or the Madwire Services after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Data Privacy Officer

We have appointed a data protection officer (DPO) who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact the DPO using the details set out below.

Contact details

Our full details are:

Full name of legal entity: Madwire, LLC

Data Privacy Officer

Email address: privacy@madwire.com

Postal address: Madwire, LLC

Attn: Data Privacy Officer

3405 S. Timberline Rd.

Fort Collins, CO 80525

Children Under the Age of 16

Neither the Websites nor the Madwire Services are not intended for children under 16 years of age. No one under age 16 may provide any personal information to or on the Websites. We do not knowingly collect personal information from children under 16. If you are under 16, do not use or provide any information on this Websites or on or through any of its features/register on the Websites, make any purchases through the Websites, use any of the interactive or public comment features of this Websites or provide any information about yourself to us, including your name, address, telephone number, e-mail address or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us via our contact us link.

Information We Collect About You and How We Collect It

1. The data we collect about you.

We collect several types of information from and about users of our Websites. For the purposes of this Privacy Policy, Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together follows:

  • Identity Data includes first name, maiden name, last name, username or similar identifier, title, gender or date of birth.
  • Contact Data includes billing address, delivery address, email address and telephone numbers.
  • Financial Data includes bank account and payment card details.
  • Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
  • Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website.
  • Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
  • Usage Data includes information about how you use our website, products and services.
  • Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.

If you fail to provide personal data

Where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.

2. How is your personal data collected.

We collect this information:

  • Directly from you when you provide it to us.
  • Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses and information collected through cookies, web beacons and other tracking technologies.
  • From third parties, for example, our business partners.

Information You Provide to Us .

The information we collect on or through our Websites may include:

  • Information that you provide by filling in forms on our Websites. This includes information provided at the time of registering to use our Websites, creating an account, subscribing to our service, posting material or requesting further information or services. We may also ask you for information when you report a problem with our Websites.
  • Records and copies of your correspondence (including e-mail addresses), if you contact us.
  • Your responses to surveys that we might ask you to complete for research purposes.
  • Details of transactions you carry out through our Websites and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Websites.
  • Your search queries on the Websites.

You also may provide information to be published or displayed (hereinafter, "posted") on public areas of the Websites, or transmitted to other users of the Websites or third parties (collectively, " User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages/you may set certain privacy settings for such information by logging into your account profile, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Websites with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Information We Collect Through Automatic Data Collection Technologies .

As you navigate through and interact with our Websites, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions and patterns, including:

  • Details of your visits to our Websites, including traffic data, location data, and other communication data and the resources that you access and use on the Websites.
  • Information about your computer and internet connection, including your IP address, operating system and browser type.

We also may use these technologies to collect information about your online activities over time and across third-party Websites or other online services (behavioral tracking). The information we collect automatically is statistical data and does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Websites and to deliver a better and more personalized service, including by enabling us to:

  • Estimate our audience size and usage patterns.
  • Store information about your preferences, allowing us to customize our Websites according to your individual interests.
  • Speed up your searches.
  • Recognize you when you return to our Websites.

The technologies we use for this automatic data collection may include:

  • Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Websites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Websites.
  • Flash Cookies. Certain features of our Websites may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from and on our Websites. Flash cookies are not managed by the same browser settings as are used for browser cookies.
  • Web Beacons. Pages of our the Websites may contain small electronic files known as web beacons (also referred to as clear gifs. pixel tags and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an e-mail and for other related Websites statistics (for example, recording the popularity of certain Websites content and verifying system and server integrity).

We do not collect personal Information automatically, but we may tie this information to personal information about you that we collect from other sources or you provide to us.

Third-party Use of Cookies and Other Tracking Technologies.

Some content or applications, including advertisements, on the Websites are served by third-parties, including advertisers, ad networks and servers, content providers and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Websites. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different Websites and other online services . They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.

How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information:

  • To present our Websites and its contents to you.
  • To provide you with information, products or services that you request from us.
  • To provide you with information about our services
  • To provide you with notices about your account/subscription, including expiration and renewal notices.
  • To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
  • To notify you about changes to our Websites or any products or services we offer or provide though it.
  • To allow you to participate in interactive features on our Websites.
  • In any other way we may describe when you provide the information.
  • To fulfill any purpose for which you provide it.
  • For any other purpose with your consent.

We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Specific Purposes for the Use of Your Data.

We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.

Purpose/Activity

Type of data

Lawful basis for processing including basis of legitimate interest

To register you as a new customer

(a) Identity

(b) Contact

Performance of a contract with you

To process and deliver your order including:

(a) Manage payments, fees and charges

(b) Collect and recover money owed to us

(a) Identity

(b) Contact

(c) Financial

(d) Transaction

(e) Marketing and Communications

(a) Performance of a contract with you

(b) Necessary for our legitimate interests (to recover debts due to us)

To manage our relationship with you which will include:

(a) Notifying you about changes to our terms or privacy policy

(b) Providing you with information about our services.

(b) Asking you to leave a review or take a survey

(a) Identity

(b) Contact

(c) Profile

(d) Marketing and Communications

(a) Performance of a contract with you

(b) Necessary to comply with a legal obligation

(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)

To enable you to partake in a prize draw, competition or complete a survey

(a) Identity

(b) Contact

(c) Profile

(d) Usage

(e) Marketing and Communications

(a) Performance of a contract with you

(b) Necessary for our legitimate interests (to study how customers use our products/services, to develop them and grow our business)

To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)

(a) Identity

(b) Contact

(c) Technical

(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganization or group restructuring exercise)

(b) Necessary to comply with a legal obligation

To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you

(a) Identity

(b) Contact

(c) Profile

(d) Usage

(e) Marketing and Communications

(f) Technical

Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)

To use data analytics to improve our website, products/services, marketing, customer relationships and experiences

(a) Technical

(b) Usage

Necessary for our legitimate interests (to define types of customers for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy)

To make suggestions and recommendations to you about goods or services that may be of interest to you

(a) Identity

(b) Contact

(c) Technical

(d) Usage

(e) Profile

Necessary for our legitimate interests (to develop our products/services and grow our business)

Marketing and Promotional offers from us

We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).

You will receive marketing communications from us if you have requested information from us or purchased services from us and you have not opted out of receiving that marketing.

Third-party marketing

We will get your express opt-in consent before we share your personal data with any company outside the Madwire group of companies for marketing purposes.

Opting out

You can ask us or third parties to stop sending you marketing messages at any time by contacting us at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, customer service experience or other transactions.

Cookies

You can set your browser to refuse all or some browser cookies, or to alert you when websites set or access cookies. If you disable or refuse cookies, please note that some parts of this website may become inaccessible or not function properly. For more information about the cookies we use, please see marketing360.com/cookiepolicy.

Change of purpose

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.

We may disclose personal information that we collect or you provide as described in this privacy policy:

  • To our subsidiaries and affiliates.
  • To contractors, service providers and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
  • To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of Madwire's assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which personal information held by Madwire about our Websites users is among the assets transferred.
  • To third parties to market their products or services to you if you have consented to these disclosures. We contractually require these third parties to keep personal information confidential and use it only for the purposes for which we disclose it to them.
  • To fulfill the purpose for which you provide it. For example, if you give us an e-mail address to use the "e-mail a friend" feature of our Websites, we will transmit the contents of that e-mail and your e-mail address to the recipients.
  • For any other purpose disclosed by us when you provide the information.
  • With your consent.

We may also disclose your personal information:

  • To comply with any court order, law or legal process, including to respond to any government or regulatory request.
  • To enforce or apply our terms of use and other agreements, including for billing and collection purposes.
  • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Madwire, our customers or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

  • Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's Websites. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.

We do not control third parties' collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's Websites.

Accessing and Correcting Your Information

You may send us an e-mail via our contact link to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from the Websites, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Websites users. Proper access and use of information provided on the Websites, including User Contributions, is governed by our terms of use.

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration and disclosure. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have also put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Websites, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Websites. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Websites.

Data Retention

We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you by e-mail to the e-mail address specified in your account and/or through a notice on the Websites home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable e-mail address for you, and for periodically visiting our Websites and this privacy policy to check for any changes.

Your California Privacy Rights

If you are a California resident please visit www.marketing360.com/californiaprivacy for a full description of your rights under California law.

Notice for Residents of the European and Swiss Economic Areas and GDPR Contractual Terms

International Transfers: Data provided to us is processed in the United States.

Where we use certain service providers, we may use specific contracts approved by the European Commission which give personal data the same protection it has in Europe. Specifically, we require the all sub-processors to agree to the European Commission’s Standard Contractual Clauses for the transfer of Personal Information from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact via our Contact us link. You may email our Data Protection Officer at privacy@madwire.com. You may also write to us at Madwire, LLC, Attn: Legal 3420 E. Harmony Rd. Fort Collins, CO 80528.

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