XYZies is pleased to provide you access to the XYZReviews website along with all related content, applications (including, without limitation, mobile device connections), portals, platforms, products and services available at or through use of the website (collectively, the “Website”). XYZies is a division of The Preferred Prepaid, Inc., a California corporation, and owner of this Website.
We reserve the right to update and modify these terms. Therefore, please review these terms each time you access the Website to ensure that you are aware of the latest terms. You must immediately discontinue use and access of the Website if you do not agree to any change to these terms. Your continued use of Website following any modifications thereto indicates your acceptance of the modified terms.
- General. XYZReviews provides a community for business enterprises to enhance their online presence by providing search engine optimization features in addition tracking, coordinating, managing, enhancing and facilitating their online reputation while the platform enables retailers and sales agents the ability to solicit and manage customer reviews and experiences.
- Scope of Use; Permissions. Neither the Website nor associated content is intended to render any form of technical advice, endorsements or opinions from us. However, if any statements or advice, technical or otherwise, are offered or given to you, such statements or advice will be deemed to be given as an accommodation only and we have no responsibility or liability for the content or use of such statements or advice. Any technical support does not equate to direct participation in the design of any of your products.
- Limited Access; Use License. The Website contains applications and content which is our or our partners, affiliates’ or third-party vendors’ intellectual property and no element of any such application or content may be used or exploited in any way without our express written permission.
- Website Contents; Trademarks. Unless otherwise indicated, all materials, including images, illustrations, designs, icons, photographs, video clips, and written and other materials that appear as part of the Website are copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by us. Other trademarks, service marks, graphics and logos used on the Website may be the trademarks of other third parties. All trademarks and trade names are the property of their respective owners. In any event, none of that material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise without our prior written permission. Further, you cannot “mirror” any material contained in the Website. Any unauthorized use of any material contained on this site may violate copyright laws, trademark laws, and various other regulations and statutes and subject you to personal liability.
The logos used and displayed in the Website are registered and/or unregistered trademarks of XYZies, its subsidiary brands or identified person/entity. Nothing contained in the Website should be construed as granting, by implication or otherwise, any license or right to use any logos displayed therein without our advance written permission. We enforce our intellectual property rights to the fullest extent of the law and expressly prohibit use of any of our logos as a “hot” link to any third party site unless we have, by written confirmation, approved such use in advance.
- Account Security. You may be required to register in order to use the Website. However, we have no obligation to investigate the authorization or source of any such access. You are solely responsible for taking reasonable steps to maintain the security and confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. Further, you will be solely responsible for all access to and use of the Website by anyone using the password and identification originally assigned to you, whether or not such access to and use of the Website is actually authorized by you, including, without limitation, all communications and transmissions, obligations and financial commitments incurred through such access or use. You must immediately notify us of any unauthorized use of your password, identification credentials or any other breach or threatened breach of security.
You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us and your payment information as to any service your subscribe from us. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details. You agree that we may take steps to verify the accuracy of information you provide.
- User Account; Content. By using the Website to establish or manage an account or using same for the purpose of publishing any content, you must not use descriptions or keywords intended to mislead or in any manner engage in unfair or unlawful business practices, including, for instance, using content in a manner intended to disparage or infringe upon the name or reputation of others, or otherwise cause liability to us as result of such actions.
As to any content you create or publish by use of the Website, you assume full responsibility for such content and any harm resulting therefrom. In doing so, you also represent and warrant that: (i) your actions and the content comply with the terms of service of any third-party websites, portals or applications with which you interface and you have fully complied with any third-party licenses relating to the content; (ii) the content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; (iii) the content does not contain spam, pornography or any unethical or unwanted commercial content designed to drive traffic to third-party sites or alter the rankings of third-party sites, or to perpetrate any unlawful (phishing) acts or mislead recipients as to the source of the material; (iv) the content does is not contain threats or incite violence, and does not violate the privacy or publicity rights of any third-party; and (v) the content is accurate, truthful and not misleading.
Any content contained in or derived by use of the Website, including, without limitation, product, services or sales reviews, testimonials or characterizations, that are created by other users, third-parties or those employed or contracted by us, do not necessarily reflect our opinions or endorsements. However, we reserve the right to restrict, block, condition, remove, screen, edit or reinstate any content at our sole discretion for any reason or no reason, and without advance notice to you. This includes, for instance, product, sales or service reviews if we believe it violates any guidelines or in violation of any rules, law or regulation. Importantly, please be advised that we cannot guarantee confidentiality with respect to content you post or publish and that such publications cannot necessarily be entirely erased in form or existence.
Further, the Website may contain published third-party content owned, managed or controlled by third-parties such external review platforms. However, this does not mean that that we have reviewed (or approved) any or all such materials. We are not responsible for such publications, including, without limitation, the accuracy, completeness, validity, copyright compliance, legality, integrity, quality or any other related aspect thereof. Any third-party links and/or materials thereto are provided solely as an accommodation to you.
- Disclaimers; Limitation of Liability. PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS LIABILITY AS TO US AS WELL AS OUR AFFILIATES, PARTNERS AND THIRD-PARTY VENDORS, EACH CONSIDERED AS AN INTENDED THIRD-PARTY BENEFICIARY AS TO THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY. HOWEVER, EACH SUBSECTION BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT AS PERMITTED UNDER APPLICABLE LAW AND NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. YOU REPRESENT THAT YOU: (I) HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS; AND (II) ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
- ACCESS TO THE WEBSITE IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS.
- YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE WEBSITE, AND THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THE WEBSITE.
- WE MAKE NO WARRANTY THAT: (A) THE WEBSITE OR ANY LINKS OR CONTENT THEREIN WILL MEET YOUR REQUIREMENTS; (B) THE WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR ANY CONTENT PROVIDED ON OR THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ACHIEVE ANY PERCEIVED OBJECTIVE, OR RESULT IN ANY PREDETERMINED OUTCOME; OR (D) THE QUALITY OF ANY CONTENT USED AND/OR OBTAINED BY YOU ON OR THROUGH THE WEBSITE WILL MEET YOUR SPECIFIC EXPECTATIONS.
- WE DISCLAIM ANY AND ALL WARRANTIES OR RESPONSIBILITY AS TO THE FORM, ACCURACY, QUALITY AND CONTEXT OF CONTENT USED ON OR DERIVED THROUGH THE USE OF THE WEBSITE. SPECIFICALLY, YOU ARE SOLELY RESPONSIBLE AS TO YOUR RELIANCE ON THE TRUTHFULNESS, VALIDITY, QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR ACCURACY, OBJECTIVE, CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), DERIVATIVES, APPLICATIONS, MATERIALS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE WEBSITE. WE MAKE DO NOT MAKE ANY CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD-PARTY, INCLUDING, WITHOUT LIMITATION, SUCH AS ADVERTISERS OR BUSINESS ENTITIES LISTED OR PROMOTED ON OR THROUGH USE OF THE WEBSITE OR THAT MAY OFFER THEIR VIEWS, OPINIONS, GOODS OR SERVICES THROUGH THE WEBSITE. IF YOU CHOOSE TO PURCHASE OR USE ANY PRODUCTS OR SERVICES OFFERED BY US OR ANY THIRD-PARTIES THROUGH THE WEBSITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. ANY REVIEWS, OPINIONS OR CHARACTERIZATION PUBLISHED ON OR THROUGH USE OF THE WEBSITE ARE THOSE ATTRIBUTABLE TO THE PUBLISHER ONLY AND ARE NOT ENDORSED BY US IN ANY FORM.
- WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR DIRECT AND REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL AND MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US DURING THE THREE (3) MONTHS PERIOD PRIOR TO THE CAUSE OF ACTION.
- THE FOREGOING LIMITATIONS SHALL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. AS SUCH, THESE DISCLAIMERS AND LIMITATIONS MAY NOT NECESSARILY AFFECT YOUR RIGHTS OR PURPORT TO LIMIT LIABILITY THAT CANNOT OTHERWISE BE EXCLUDED UNDER THE LAW IN YOUR PRINCIPAL JURISDICTION.
- Legal Restrictions. Certain laws, including, for instance, the federal Communications Decency Act (47 U.S. Code §230) limits the liability of interactive computer services for their role in publishing third-party content such as consumer reviews, while anti-SLAPP laws, such as the Code of Civil Procedure §425.16 in California, may require you to pay our attorneys’ fees and costs if you attempt to impose liability on us by initiation of any legal action against us. These as well as other applicable laws and regulations may apply to your use of the Website.
- Class Action Waiver. You irrevocably waive any and all rights to bring or participate in a class action litigation, against us or any of our third-party providers, with respect to your use of the Website and/or any products or services provided therein, and our third-party services provides shall be considered as intended third-party beneficiaries with respect to such class action waiver.
- Inaccuracy Disclaimer. While we strive to provide you with accurate content, pricing, descriptions, specifications, etc., we do not warrant that any such information is error free, fully accurate, complete, reliable or current. Specifically, we reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time, including, without limitation, product pricing, absent prior notice. However, if any purchased product or service is not as described, your sole remedy is to cease use thereof and immediately advise us in writing.
- Acknowledgments, Representations and Warranties.
- You acknowledge that we allow business entities, competitors and consumers to publish content, media, ratings and reviews about your business enterprise, performance, services and operations. However, we cannot directly, or otherwise, control, suppress or guarantee the content, hierarchy, influence, appearance, visibility or position of such reviews or any associated information.
- You represent and warrant that: (i) you will not offer incentives or consideration of any type or kind in exchange for the posting of reviews of concerning you or your business enterprise or to suppress or remove any (competing) reviews; (ii) publish reviews you compile as to yourself or your business; (iii) facilitate or generate any false, fraudulent or invalid reviews, inquiries, conversions or associates actions; (iv) misrepresent your identity or affiliation in any form; (v) to the extent you are a retailer or business enterprise with 100 or more locations, you will immediately notify us of such information so as to allow us to determine limitations as to extent or scope of our services and/or Website you use.
- Mobile Networks. When you access the Website through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. You are solely responsible for any such fees and/or assessed charges.
- Grant of License to Use Your Content, Data and Intellectual Property. When you access the Website, either directly or by submission of any information, interacting with our content, providing comments, reviews, or replying to articles we publish or by participation in surveys or promotions, you grant us a royalty-free, perpetual, worldwide, assignable and transferable license and thereby expressly authorize us and our partners, affiliates and third-party vendors (each considered an intended third-party beneficiary hereunder) the right to utilize, publish, advertise, share, sell, aggregate, compile, formulate, communicate, interface with and/or commercialize (though any channel, including, without limitation, social media, digital media, print or marketing media including audio and radio advertising) any and all of the content, data, information and/or media you have provided including, without limitation, your reviews, testimonials, characterizations, name, voice, image, likeness, video, film, web casts/podcasts, photographs, recorded performance, personal characteristics, biographical material and any other form of visual/audio communications in addition to trademarks, trade names, symbols, logos, trade dress, copyrights and slogans owned, used or controlled by you in conjunction with same (collectively, “User’s Intellectual Property”).
By granting this license, you understand, acknowledge and agree that we, along with our partners, affiliates and third-party vendors, shall also have the associated irrevocable right and unrestricted perpetual license, based on the same scope and terms stated above, to solicit information, data and content from as well as interacting and communicating with your employees, agents, vendors, distributors and representative, interacting and communicating with them as well as sharing or exchanging any of the User’s Intellectual Property, all without the need to seek further approval or consent from you.
Importantly, by granting this license, you represent and warrant that you exclusively own all rights associated with the User’s Intellectual Property and that this license does not conflict with any existing contract(s) or agreement(s) between you and any third-party. This granted license is intended as authorization for us (and/or our partners, affiliate and third-party vendors) to advertise, market, promote, distribute, exploit and/or sell our brands, services or products. We may also edit, revise, touch-up, adapt and combine with any other material, photographs, drawings, films, recordings or other materials using your name and likeness or associated media.
- Electronically Transmitted Communications; Advertisements; Credits. When you use the Website or transmit any electronic messages, including, without limitation, emails, text messages or any other such form of communications, you may be communicating with us electronically. Accordingly, you consent to receive solicited or unsolicited communications from us electronically, and in any form, such as marketing materials, advertisements, special promotions, newsletters, electronic mail, mobile push messages, text messaging (including SMS and MMS), or via notices and messages on or through the Website. We, along with our affiliates, licensees and third-party vendors, reserve the right to publish advertisements, paid or sponsored content and other information nearby or in association with any Website landing pages absent any payment or consideration to you and the manner, mode and extent of such advertising are subject to change without specific or advance notice to you. Additionally, we reserve the right to display credit or attribution links as necessary. Further, you acknowledge that we have the right to electronically transmit to you any disclosures, notices, agreements and other communications in satisfaction of any legal requirement that such communications be in directed to you writing.
- Copyrights and Copyright Agent. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our designated agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We will respond to all such notices and reserve the right to remove the infringing material or disabling all links to the infringing material. Additionally, we may suspend or terminate access to and use of the Website if we determine a user to be a repeat infringer of the copyrights or other intellectual property rights. In the event of such suspension or termination, we will have no obligation to provide a refund of any amounts previously paid us.
Notifications of claimed copyright infringement and counter notices must be sent to our designated agent:
The Preferred Prepaid, Inc. d/b/a XYZies
Attention: Copyright Compliance
9233 Research Dr.
Irvine, California 92618
Phone: (888) 877-0231
- Payments. When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third-party credit card updating services to obtain current expiration dates on credit cards.
- Termination. We may suspend or terminate your access to any or all segments of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your account, if any, please discontinue using the Website or contact us immediately. Upon termination: (i) all rights granted to you under this Agreement will terminate immediately; and (ii) you must cease all use of the Website. However, termination will not limit any of our rights or remedies at law or in equity, all of which are cumulative and not exclusive.
- Waiver. No waiver of any provision of these terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.
- Survival. The provisions of these terms which by their nature should survive the termination of these terms shall survive such termination.
- Complete Agreement. These terms constitute the complete agreement between us on the subject matter covered herein and supersede any and all prior or contemporaneous communications or agreements between us. These terms may not be modified, changed, or altered by any representative of XYZies unless the change is evidenced in writing and expressly executed by an officer of XYZies.
- Governing Law; Jurisdiction. These terms are governed by and construed in accordance with the laws of the State of California and the laws of the United States, without giving effect to any conflict of law principles. You agree that any action at law or in equity arising out of or relating to these terms shall be filed, and that venue properly lies, only in the state or federal courts located in Orange County, California, United States of America, and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action. The foregoing, however, shall not limit the right to serve process in any other jurisdiction or to commence any legal action/proceeding in any other jurisdiction in order to obtain execution and/or enforcement of judgment in such other jurisdiction.
- Good Faith Resolution Protocol; Limitation of Action. Should a dispute arise concerning these terms, you agree to use your efforts to resolve any such matter informally. You must provide us written notice of the dispute within thirty (30) days of the dispute arising. That notice must include (a) your name, mailing address, telephone number, the email address you use or used for your order, and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the dispute, and (c) the specific relief that you are seeking. We will then attempt to resolve that dispute through informal negotiation within sixty (60) days from the date the notice of dispute is received. After sixty (60) days, either of us can commence litigation to address the issue. However, any and all legal or administrative actions against XYZies, in addition to having to satisfy all conditions precedent as set forth herein or any other legal requirements, shall be commenced no later than one (1) year from the date of occurrence giving rise to the claim.
- Force Majeure. Notwithstanding any provision contained in this Agreement, except with respect to payment obligations, neither party shall be in breach hereunder or be liable to the other to the extent its fulfillment or performance of any terms or provisions of this Agreement is delayed by revolution or other civil disorders, wars, acts of enemies, strikes, terrorism, labor disputes, electrical or telecommunications availability failure, fires, floods, acts of God, or without limiting the foregoing, any other causes not within its control, and which by the exercise of reasonable diligence it is unable to prevent, whether of the class of causes herein before enumerated or not. Integration. This Agreement constitutes the complete and exclusive understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements and communications, whether written or oral, relating thereto.
- Assignment; Binding Effect. This Agreement may not be assigned by you without the prior written consent of XYZies, which consent can be withheld, denied, restricted, conditioned, limited or qualified for any reason. This Agreement is binding upon and enforceable against each of our respective successors and permitted assigns.