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Terms of Use

THE FOLLOWING DESCRIBES THE TERMS ON WHICH

A Closer Look, LLC

OFFERS YOU ACCESS TO OUR SERVICES.

Last Modified: October 2019

The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of our services over the Internet using any website with an address ending in “.a-closer-look.com” (our “Website(s)”) , including any content, functionality, and services offered on or through our Websites, whether as a guest or a registered user. If you have any questions that our Frequently Asked Questions or our Terms of Use cannot answer, please contact info@a-closer-look.com.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

OVERVIEW
The Website allows Mystery Shopping Operatives to file their experience reports online. The Website captures the results of their experiences and processes the raw data into reports. This means that the Website will be accessed by the Mystery Shoppers, Licensees of the Company, and clients of the Company and its licensees. These Terms of Use are generally applicable to all users of the Websites, however, the relationship between the Company and its Licensees is determined by the separate written Service Agreement that supersedes any information contained herein.

1. Site Access Eligibility. Access to this site is generally authorized to Mystery Shoppers who contract with us, the Company employees and affiliates, licensees of the Company and their customers.

2. Payments, Fees and Services. Qualified Mystery Shoppers are eligible to receive reimbursement for their costs of visiting designated sites according to the limits imposed by the Company or its licensees at the time of authorization of the mystery shopping destination. Licensees of the Company are required to pay the license fees as described in their service agreement in order to receive the data collected by the Company.

3. The Company is Only a Conduit of Information.
a. Our website gathers data submitted by Mystery Shoppers. This data is automatically summarized into reports. As a result, we make no representations about the truth or accuracy of the data reported by the Mystery Shoppers. The demographic data and specific shopping experiences of any Mystery Shopper will only be as accurate as they were when the Mystery Shopper entered them.
b. Reports produced from the data entered by the Mystery Shoppers contain statistical data and subjective information. Accordingly, any inferences to be drawn by the user of such reports belong to such user alone. The Company 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. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
c. Because the Company has no control over the data as it is entered, nor how any reports produced therefrom are used, the Company 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 the Company (and our officers, directors, agents, subsidiaries, employees and subcontractors) 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” is defined as any information a Mystery Shopper provides to us or other Licensees in the registration and qualification process, or in later use of the Website. The Mystery Shopper is solely responsible for their own Demographic Data and the Company acts as a passive conduit for the online distribution and publication of this data in a statistically meaningful manner. Mystery Shoppers represent and warrant that:
a. 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 the Company or its Licensees
b. That any uploads of data shall not contain any viruses, Trojan horses, worms, time bombs, other computer programming routines that might damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
c. The Company is allowed to use the information supplied to us, and that the Company, its licensees, successors and assigns are not violating any rights you might have in that information by using it. All data provided to the Company by its Mystery Shoppers becomes the property of the Company and the Mystery Shopper hereby waives, disclaims and releases any proprietary rights the Mystery Shopper, his successors and assigns may have to this data. The Company and its licensees will use this data in any manner or method consistent with the Privacy Policy, 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 the Company are governed by a written service agreement entered between the Company and such Licensee. The information collected and processed through this website is proprietary in nature to the Company 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 the Company directly or through this website, the customizable features and the resulting data and reports.

6. Intellectual Property Rights.
a. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
i. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
ii. You may store files that are automatically cached by your Web browser for display enhancement purposes.
iii. You may print [or download] one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
iv. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
v. You may collect screen shots or other information the Company requests, to aid in debugging or use of the Website.
b. You must not:
i. Modify copies of any materials from this site.
ii. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
iii. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
c. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
d. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

7. Access and Reproduction. Any party given access to the Website for any reason will not monitor or copy our web pages or the content contained herein without the prior express written permission of the Company. All reports produced from data obtained through the Website remain the property of the Company and shall not be used for any purpose inimical to these Terms of Use, any separate written agreement with the Company, in violation of our Privacy Policy, or of any applicable state or Federal law or code.

8. Changes to the Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You should check this page so you are aware of any changes, as they are binding on you.

9. Interference. Any person gaining access to this website, whether authorized or not, shall not interfere in any way or method with the gathering of the mystery shopping data, the production of reports based on this data, or any other functionality provided by the Website. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. 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 the Company and will be prosecuted to the fullest extent of the law.

10. Breach. The Company 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, refusal to provide our services to you, as well as seeking 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 these Terms of Use or the documents it incorporates by reference.

11. No Warranty. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Liability Limit. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE REIMBURSEMENT YOU EXPECTED.

13. Indemnity. You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

14. 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 the Company and the Mystery Shopper applicant. All qualified independent contractors will be reimbursed according to the designated allowances for each specific client 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.

15. Notices. Except as explicitly stated otherwise, any notices shall be given by the Company to the email address you provided to the Company. 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 email to the address provided to the Company during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

16. Privacy. All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

17. Ownership and Reservation of Rights. The Website, the contents thereof, and the related software, data compiled, reports, and the trade names or marks of The Websites are the property of the Company and all rights of reproduction, use, licensing, distribution, and assigning remain inviolable and under the control and discretion of the Company.

18. General. All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our website may be interfered with by numerous factors outside of our control. 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 the Company and such Licensee.

19. Survival. Any and all obligations under these Terms of Use which, by their very nature should reasonably survive the termination or expiration of these Terms of Use, will so survive.

20. Severability. In the event that any provision of this Agreement is held or construed to be invalid by any arbitrator or court having jurisdiction over disputes related to this Agreement, such provision will, if reasonable to do so, be restated to reflect as nearly as possible the original intentions of the Company in accordance with applicable law or, if not reasonable to do so, be deemed to be excluded from this Agreement. In any event, all other provisions of this Agreement will remain in full force and effect.