Last Updated: July 30, 2024
Terms & Conditions Agreement
By paying your invoice or accepting the Free Trial, you (the “Client”) agree to the following terms and conditions related to the purchase of our services (the “Services”) – including, but not limited to; AsterFive Notify TM; AsterFive Recommend TM ; AsterFive Reply TM.
1. User Accounts/Personal Info:
In the course of using the Services, Client may be required to provide AsterFive TM personally identifiable information, including contact information, username and password (“Credentials”), as well as authorization to access 3 rd party services, such as Google, for the purpose of managing Client’s online reviews and replies. AsterFive TM handles such information with the utmost attention, care and security. Nonetheless, Client, not AsterFive TM, shall be responsible for maintaining and protecting Client’s Credentials in connection with the Services, this includes Google Profile authorizations granted post review replies to Client’s business profile on Google. If Client contact information, or other information relating to Client’s username or password changes, Client must notify AsterFive TM promptly and keep such information current. Client is solely responsible for any activity using Client’s Credentials, whether or not you authorized that activity. Client should immediately notify AsterFive TM of any unauthorized use of Client’s Credentials or if Client’s email or password has been hacked or stolen. If Client discovers that someone is using Client’s Credentials without Client’s consent, or Client discovers any other breach of security, Client agrees to notify AsterFive TM immediately.
2. Service Interruptions:
Both AsterFive TM and the Client recognize that technology services may occasionally stop working due to system issues, including criminal activity (i.e., malware, ransomware, and other hacking and/or the acts of other cyber bad actors) and other technology problems. If an outage occurs, AsterFive TM will endeavor to resolve the outage promptly and restore full services. If a full-service outage lasts more than four (4) consecutive business days or more than six (6) individual days during a monthly billing period, the Client may request and will receive a full refund for that month’s service. The refund will be provided as a credit against the next month’s billing cycle.
Client is solely responsible for maintaining your own internet access, IT infrastructure and all other technology, communication, social media accounts and other matters needed in order to access and use the Services or to access the www.AsterFive.com site.
3. Zero Risk Policy:
AsterFive TM offers a zero-risk policy for signing up for our services. The Client may elect to terminate the service at any time. If the Client elects to cancel service prior to the end of a Billing Period, AsterFive TM will refund 100% of the pre-paid balance for the period starting at the end of the current Monthly Period. Please see the Refund Policy for additional details .
4. Service Description:
AsterFive provides email and text message updates, plus weekly and monthly summary reports related to the Client’s restaurant reviews. These service alerts and reports are elective and can be enabled or disabled upon request. Please contact your account representative to discuss or update these settings or email us at [email protected].
5. Authorization for Google Profile Access:
Certain services require the Client to grant AsterFive TM authorization to access their Google profile to download restaurant reviews and post review replies. This access may also grant us other privileges that we do not require or use, but technically possess. AsterFive TM ensures that these additional privileges will not be utilized beyond the scope of the agreed services. Any third-party contractors engaged by AsterFive TM to assist in providing these services are bound by AsterFive’s service and privacy terms and have NDA agreements with AsterFive TM.
6. Data Privacy and Security:
AsterFive TM is committed to protecting the Client’s data privacy and security. We will not share, sell, or distribute the Client’s data to third parties without explicit consent. All data accessed and managed by AsterFive TM is stored securely and used solely for the purpose of providing the agreed services. Third-party contractors engaged by AsterFive TM are bound by the same service and privacy terms and have signed NDA agreements to ensure confidentiality and security.
7. Third-Party Software and Services
The Services incorporate or make the use of certain third-party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third-Party Software. Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable license for such Third-Party Software. Such Third Party Software includes but is not limited to the following software and services and by use of the Services you agree to be bound by the terms of said Third Party Software: Google ( https://policies.google.com/terms?hl=en-US), OpenAI ( https://openai.com/policies), Twilio ( https://www.twilio.com/legal/tos), LocalClarity ( https://www.localclarity.com/terms-of-service/), Amazon AWS ( https://aws.amazon.com/service-terms/).
Client may be able to access or use third party services, Third Party Software, resources, content, documentation or materials (“Third Party Materials”) as part of or during Client’s use of the Services. Client acknowledges and agree to sole responsibility for and assume all risk arising from your access to or use of any such Third-Party Materials and AsterFive TM disclaims any liability that Client may incur from Client’s access to or use of such Third Party Materials or any User Content via AsterFive TM or the Services. Client acknowledges and agree that AsterFive TM: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services or available from such Third Party Materials; (b) has no liability to Client or any third party for any harm, injuries or losses suffered as a result of Client’s access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services and Client’s ability to access or link to Third Party Materials does not create or imply any endorsement by AsterFive TM of Third Party Materials or any such third party services; and (d) has no responsibility or liability for the deletion or failure to store any Third Party Materials maintained or transmitted through use of the Services. Client further acknowledges and agree that Client is solely responsible for backing up and making copies of any Third-Party Materials that you wish to preserve.
8. Compliance with 3rd Party Review Site Policies
When using the AsterFive TM platform, Client agrees to adhere to the Terms of Service of all major review sites. This includes but not limited to Google, Facebook, Yelp, TripAdvisor and other review sites.
Review collecting: Client’s use of the AsterFive TM platform cannot implement any form of review collecting. Review collecting is a process where companies send a message to customers asking if their experience was positive or negative. Those who had a positive experience are directed to leave an online review. Those who had a negative experience are typically sent to a form to leave comments that are not made public.
When soliciting reviews using the AsterFive TM platform, Client must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.
Sites prohibiting solicitation of reviews: Client’s use of the AsterFive TM platform will fully comply with sites such as Yelp that prohibit review solicitation, and you will not misuse the AsterFive TM platform to bypass review sites’ policies.
Failure to comply with 3rd Party Review site policies: If Client attempts to circumvent the Terms of Service of 3rd party review sites, AsterFive TM will notify Client and allow you 30 days to take corrective action. Should Client fail to comply within the 30-day notice period, Client’s account will be suspended from AsterFive TM.
9. Compliance
Client is responsible for obtaining explicit consent(s) from any and all third parties (including your customers) to send and receive SMS, emails and/or any other messaging using the AsterFive TM Services. AsterFive TM shall have the same obligation to obtain third party consent for all parties from which it is directly obtaining their phone number(s). Each party is liable for, and shall indemnify, defend and hold harmless the other party from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by the non-breaching party arising from any claims, demands or legal actions made against it resulting from breach of this Section.
If Client submits a mobile telephone number to AsterFive TM through a webform or any other method, you expressly consent to receive text messages from AsterFive TM to that mobile phone number. Client may opt out at any time.
To the extent required by law and as applicable to the parties, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). You will be solely responsible for complying with any messaging consent obligations under the TCPA and TSR in the course of accessing and using the AsterFive TM Services.
10. Modification of Terms:
AsterFive TM reserves the right to modify these terms at any time. Any modifications will be available on our website (www.AsterFive.com ) and will become effective upon the Client’s next billing cycle. We will notify clients via email of material updates to our Terms & Conditions and Privacy Policy. Continued use of the service after any such changes shall constitute Client’s consent to such changes.
11. Ownership
The Site, Services and AsterFive TM Content are protected by copyright, trademark, and other laws of the United States. Except as expressly provided in these Terms, AsterFive TM and its licensors exclusively own all right, title and interest in and to the Site, Services and Content, including all associated intellectual property rights. Client will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or AsterFive TM Content. AsterFive TM claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.
Client acknowledges and agrees that AsterFive TM shall have the right to use data capture, syndication and analysis tools and other similar tools to extract, compile, synthesize, and analyze any non-personal unidentifiable data or information resulting from your use of the Site or Services.
12. Trademark
All trademarks, service marks, logos, trade names and any other proprietary designations of AsterFive TM used herein are trademarks or registered trademarks of AsterFive TM. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
13. Terms for AsterFive TM Payments
If you decide to leverage AsterFive TM Payments (“Payments”), you expressly agree to the following terms and conditions:
- Stripe Terms of Service: Client agrees to be bound by Stripe Terms of Service located at: https://stripe.com/ssa. The Stripe Terms of Service may be modified periodically by Stripe in its sole discretion.
- No PCI DSS Liability: You understand, acknowledge and agree that all payment transactions processed through AsterFive TM Payments are done through a third-party payment processor which is Level 1 PCI DSS compliant. Since AsterFive TM does not store any payment card information, it is not subject to PCI DSS and, as a result, Client releases AsterFive TM from any and all liability or claims related to or arising out of PCI DSS.
- Right to Cancel or Adjust Pricing: AsterFive TM reserves the right to terminate Client’s access to and use of Payments if AsterFive TM, in its sole discretion, determines that Client poses too great of a risk to continue using the Payments service. In addition, AsterFive TM reserves the right to modify the Payment Fees, upon written notice (for which an email will suffice), in its sole discretion, if AsterFive TM determines that different Payment Fees are required to cover the risk posed by Client’s use of the Payments service.
- Disputes: For disputed transactions (including allegedly fraudulent transactions), Client’s are responsible for providing evidence of the relevant transaction(s), through the tools provided by AsterFive TM. AsterFive TM is not responsible for providing the evidence, nor is it or will it be liable to Client for lost disputes or any and all losses or damages arising out of or related to a lost dispute.
14. Indemnification
Client agrees to defend, indemnify, and hold AsterFive LLC TM, its officers, directors, employees, consultants, affiliates, subsidiaries and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content, Client’s access to or use of the Site, Services or AsterFive TM Content, or Client’s violation of these Terms.
15. Limitation of Liability:
Subject to Section 14 above, AsterFive LLC TM accepts no responsibility or liability for any loss of business or other real or perceived damages incurred through the act of providing our service to the Client. Upon notice of any issue or error on our part, we will make our best efforts to correct the issue, error, or oversight as promptly as possible.
Further, Client agrees that any data collected from publicly available sources (such as, but not limited to, Google online restaurant reviews and replies, menus and menu items, hours of operation, business address, and other information available to the general public) can and may be used by AsterFive TM to provide our Services to Client and other Clients. In no case will AsterFive TM ever share, distribute or otherwise make available confidential and non-public Client data or information.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CLIENT. IN NO EVENT SHALL ASTERFIVE’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES FOR THE LAST THREE MONTHS.
16. Warranties
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLIENT ACKNOWLEDGES THAT THE SERVICES HAVE NOT BEEN CREATED OR ADAPTED FOR THE PARTICULAR NEEDS, OBJECTIVES OR CIRCUMSTANCES OF ANY PERSON OR ENTITY.
ASTERFIVE ™, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASTERFIVE ™, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CLIENT THAT: (A) CLIENT’S USE OF THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, (B) CLIENT’S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.
NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT ASTERFIVE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
17. Changes to Services or Terms:
AsterFive TM reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time. Changes to the Services may include the modification or discontinuation of any “review aggregation” services currently offered as part of the Services. If we modify these Terms, we will post the modification on the Site or otherwise provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification to these Terms or have provided you with notice of a modification, Client is indicating that Client agrees to be bound by the modified Terms. If the modified Terms are not acceptable to Client, Client’s only recourse is to cease using the Site and Services. These Terms may only be modified in writing as set forth in this paragraph and may not be modified orally. PLEASE VISIT THIS PAGE REGULARLY TO REVIEW THESE TERMS FOR ANY CHANGES.
18. Governing Law:
This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any disputes arising out of or related to this agreement shall be resolved in the courts of Sussex County, NJ.
19. Contact Us:
If you have any questions about these Terms, please contact us at [email protected].
20. Special Terms for “Free Trial” Periods:
AsterFive TM offers its core subscription Services for free with certain restrictions and limitations (“Free Trial”). The Free Trial period is typically between 14 days and 30 days, but it may vary due to special marketing promotions and Client incentive offers. Free Trial periods extend to all of AsterFive’s existing subscription services but not to AsterFive’s non-subscription services including Payments, Mass texting, professional services, managed services, design services, SEO services, Web site development or administration services, or any other service specifically excluded from Free Trials – and payment for these excluded services shall be dictated by these Terms or other written agreements between AsterFive TM and Client. The Free Trial Periods are only available if Client’s business has one Location. A “Location” is defined as a distinct person or entity who is provisioned as an account or profile through the AsterFive TM platform. AsterFive TM reserves the right to discontinue Client’s access to the Free Trial if Client exceeds the monthly usage allowed under the Free Trial period (per the Free Trial terms); and, AsterFive TM reserves the right to modify the Free Trial terms at any time with or without notice.
If Client has entered into an agreement with AsterFive TM for a Free Trial of a Service, Client understands, acknowledges and agrees that Client’s use of the Services will be for a period defined by the Free Trial as shown on the AsterFive.com web site at the time the Client signed up for the Service. At the end of the Free Trial period, Client’s access to and use of the Services will automatically terminate and – absent an executed agreement between AsterFive TM and Client for paid access to and use of the Services effective prior to the end of the Free Trial period – all of the data will be deleted from the AsterFive TM platform within 2 weeks of the expiration of the Free Trial period. AsterFive TM will have no liability for the deletion of the data or for any other damages related to the use of the Services during a Free Trial period.