THE FOLLOWING DESCRIBES THE TERMS ON WHICH
A Closer Look, Inc.
OFFERS YOU ACCESS TO OUR SERVICES.
Welcome to ACL’s User Agreement. This Agreement describes the terms and conditions applicable to your use of our services over the Internet using WebResponse2002™. If you have any questions that our Frequently Asked Questions or our User Agreement cannot answer, please contact email@example.com.
We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on our site. This Agreement may not be otherwise amended except in a writing signed by you and ACL. This agreement was last revised on January 10, 2002.
0. OVERVIEW OF WebResponse2002Ô. WebResponse2002™ (hereinafter "WR2K2™") is an innovative concept in the gathering of mystery shopping data, processing this data into reports, and providing the results of that data and useful reports to end users. For more information, please see our FAQ’s. This site allows Mystery Shopping Operatives to file their experience reports online. Our software captures the results of their experience and processes the raw data into useful reports. This means that this site will be accessed by the Mystery Shoppers, Licensees of ACL, and clients of ACL and its licensees. This Terms of Service Agreement is generally applicable to all users of WR2K2™, however, the relationship between ACL and its Licensees is determined by the separate written Licensing Agreement that supercedes any information contained herein.
1.Site Access Eligibility. Access to this site is generally authorized to our Mystery Shoppers, ACL employees and affiliates, licensees of ACL and their customers.
2.Payments, Fees and Services. Qualified Mystery Shoppers are eligible to receive reimbursement for their costs of visiting designated retail sites according to the limits imposed by ACL or its licensees at the time of authorization of the mystery shopping destination. Licensees of ACL are required to pay the license fees as described in their license agreement in order to receive the data collected by ACL.
3.ACL is Only a Conduit of Information.
3.1 Overview. Our site gathers data submitted by Mystery Shoppers. This data is automatically summarized into reports. As a result, we have no control over the truth or accuracy of the data reported by the Mystery Shoppers. The demographic data and specific shopping experiences of any Mystery Shopper is only as accurate as the Mystery Shopper entered it.
3.2 Reports produced from the data entered by the Mystery Shoppers are statistical data and contain subjective information. Accordingly, any inferences to be drawn by the user of such reports belong to such user alone. ACL is not responsible for the data reported by the Mystery Shoppers, the statistical abstracts summarized therefrom, nor any inference that can be drawn from such data.
3.3 Release. Because ACL has no control over the data as it is entered, nor how any reports produced therefrom are used, ACL is not responsible for any errors or omissions, whether deliberate or accidental, in the data or the resulting reports. In the event any end user of the reported data may have a dispute with any licensee or mystery shopper, such user hereby releases ACL (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
4. Mystery Shoppers: Demographic Data and Reports. "Demographic Data" is defined as any information a Mystery Shopper provides to us or other Licensees in the registration and qualification process. The Mystery Shopper is solely responsible for their own Demographic Data and ACL acts as a passive conduit for the online distribution and publication of this data in a statistically meaningful manner. Mystery Shoppers promise that:
4.1 The Demographic Data furnished is not false, inaccurate or misleading, that each Mystery Shopper will truthfully report their demographic data and the results of their mystery shopping experience and will submit timely reports in the format created by ACL or its Licensees. That any uploads of data shall not contain any viruses, Trojan horses, worms, time bombs, other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
4.2 To allow ACL to use the information supplied us, so that ACL, its licensees, successors and assigns are not violating any rights you might have in that information. All data provided to ACL by its Mystery Shoppers becomes the property of ACL and the Mystery Shopper hereby waives, disclaims and releases any proprietary rights the Mystery Shopper, his successors and assigns thinks he or she has to this data. ACL and its licensees will use this data in any manner or method consistent with the privacy statement (www.a-closer-look.com/legal/aclprivacy.htm) without any further notice to the Mystery Shopper providing such information.
5. Licensees and End Users. As stated previously, the rights and obligations of licensees of ACL are governed by a written license agreement entered between ACL and such Licensee. The information collected and processed through this site is proprietary in nature to ACL and constitutes a valuable property being furnished to the Licensee. Licensees promise they will comply with all provisions of the separate license agreement regarding access to and the use of all software, runtime routines, source codes furnished them by ACL directly or through this website, the customizable features and the resulting data and reports.
7. Interference. Any person gaining access to this site, whether authorized or not, shall not interfere in any way or method with the gathering of the mystery shopping data or the production of reports based on this data. Any attempt to interfere with the gathering of data, its authorized use, storage, retrieval or reporting, shall be considered an unlawful trespass or conversion of the property of ACL and will be prosecuted to the fullest extent of the law.
8. Breach. ACL reserves the right to select whichever remedy or protective measure is appropriate including the issuance of a warning, suspension of access either temporarily or indefinitely, refuse to provide our services to you, as well as seek such legal relief as appropriate including actual, punitive and exemplary damages, injunctive relief, and the recovery of all costs of such actions including reasonable attorney’s fees if you breach this Agreement or the documents it incorporates by reference.
9. No Warranty. WE AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state to state.
10. Liability Limit. IN NO EVENT SHALL ACL, ITS SUPPLIERS, LICENSEES, AFFILIATES OR ASSIGNEES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). In all other cases, you agree that the limit of liability for ACL shall be no more than the amount of reimbursement you expected.
11. Indemnity. You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless and blameless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or your violation of any law or the rights of a third party.
12. No Relationship Created. The acceptance of an applicant as a qualified Mystery Shopper shall not create an employer/employee relationship, agency, partnership, joint venture, or franchiser-franchisee relationship between ACL and the Mystery Shopper applicant. ACL will reimburse a qualified Mystery Shopper only according to the designated allowances for each specific mystery shopping event. Any costs or damages incurred or sustained by a qualified mystery shopper in excess of the reimbursement allowance shall be the sole responsibility and expense of the Mystery Shopper.
13.Notices. Except as explicitly stated otherwise, any notices shall be given by ACL to the email address you provide to ACL during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, return receipt requested, to the address provided to ACL during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
14.Arbitration. Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Atlanta, Georgia and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
16. Ownership and Reservation of Rights. This web site, the contents thereof, and the related software, data compiled, reports, and the trade names or marks of WR2K2™ are the property of ACL and all rights of reproduction, use, licensing, distribution, and assigning remain inviolable and under the control and discretion of ACL.
17.General. This Agreement shall be enforced and construed according to the laws of the State of Georgia as such laws are applied to agreements entered into and to be performed entirely within Georgia between Georgia residents. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof, except for approved Licensees who shall be subject to the specific terms of such license agreement as entered into between ACL and such Licensee.