At Dandy our goal is to provide world-class Online Reputation Management by utilizing the latest technology and processes. Through various methods, we work to restore, improve, and create an online presence for businesses. This Online Reputation Management Agreement (“Agreement”) is entered into by and between Dandy. (“Dandy”) with a place of business in Irvine, California and your company. Dandy provides a Reputation Management Services and, although results are not guaranteed, will work to remove and de-index false and other negative reviews from various review platforms. You are entering into a monthly subscription agreement. This Agreement shall be governed in accordance with the laws of the State of California with an effective date of the first payment made.
TERMS OF SERVICE
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE CLIENT.
Client represents, warrants, and covenants to Dandy, with the understanding Dandy is relying upon such representations, warranties, and covenants that (i) the links designated herein by Client contain content that is damaging and/or harmful to Client or Client’s Reputation; (ii) Client has the full right, power, and authority to enter into this Agreement and be bound by the terms of this Agreement without the consent of any other person or entity; (iii) the execution and delivery of this Agreement and the performance by Client of its obligations pursuant to this Agreement do not and will not constitute a breach of or a default under any other agreement or obligation applicable to Client; (iv) upon execution and delivery of this Agreement by Client, this Agreement will constitute the valid and binding obligation of Client; (v) all information supplied by Client or its agents to Dandy or its agents will be true, complete, and correct and will not fail to state a material fact necessary to make any of such information not misleading; (vi) Client will comply with all city, state and federal laws; and (vii) Client will owe no duty whatsoever to any spouse, entity, trust, owner, or other person affiliated with Client that is not explicitly designated in this Agreement.
As a result of this service, the Client may become aware of proprietary information, techniques, trade secrets, or other intellectual property used by Dandy in furtherance of its performance under this Agreement. The client is prohibited from using any such information gained from Dandy as the direct or indirect result of this Agreement, including but not limited to Dandy’s suppression techniques, content generation or optimization techniques, contact list, pricing, pricing structure, or other confidential, proprietary commercial information for Client’s benefit or to the commercial disadvantage of Dandy.
Each Party will exercise due diligence to maintain all information obtained as a result of this Agreement or any relationship between the parties, including but not limited to proprietary information, techniques, trade secrets, intellectual property, employee personal information, and communications between Dandy and Client in confidence and hereby agrees to use any such information solely in connection with the performance under this Agreement. “Due diligence” shall mean at least the same precautions and standard of care which a reasonable person in such business would use to safeguard proprietary information of its own and its other clients. This clause is in no way intended to prevent the Client from disclosing their level of satisfaction with the services provided by Dandy or the results thereof.
EARLY CONTRACT TERMINATION
You are entering into a time-specific contractual agreement with Dandy. Both parties are held to the terms laid out in this agreement. Should the Client or Site User request early termination of the contract, it must be with a 30-day written notice. Dandy may or may not honor the written termination notice, and it is up to the discretion of Dandy to terminate an early termination request. If Dandy agrees to release, Client/User will pay 80% of the remaining contract value and a one-time, $125 early termination fee.
Your Subscription will automatically renew at the end of Your Subscription Term continuously and indefinitely for period equal to the Initial Term (each a “Renewal Term”) without action by You, and the Subscription membership fee will be charged to You at the time of renewal. By payment of Your initial membership fee, You are agreeing to pay a reoccurring subscription fee automatically (at the then-current rate in the Dandy Application) unless you cancel prior to the expiration of the current Initial Term or Renewal Term, as the case may be. Fees will be charged to Your original payment method automatically at the beginning of Your Subscription Term, and at the beginning of each Renewal Term thereafter on the calendar day corresponding to the commencement of Your current Subscription Term, unless You cancel Your Subscription in writing within 30 days prior to the end of your Initial Term.
You are entering into a time-specific contractual agreement with Dandy. Both parties are held to the terms laid out in this agreement. Should the Client or Site User request a Pause of the agreement/Contract/Service, it must be with a 30-day written notice. Dandy may or may not honor the written Pause of the agreement/Contract/Service notice, and it is up to the discretion of Dandy to Pause an account/Service/User/Site Access. If Dandy agrees to Pause, the Client/User will pay 50% of the monthly fee. Accounts may not be held on Pause status for more than three (3) months. Whereafter three (3) months, the account will be Unpaused, and the normal billing cycle will continue to be enforced. An account may only be paused once in a twelve (12) month period.
TERMINATION OF USE
Dandy may, in its sole discretion, at any time discontinue providing or limit access to the Site, any areas of the Site, or Content provided on or through the Site. You agree that Dandy may, in its sole discretion, at any time, terminate or limit your access to or use of the Site or any content. Dandy may terminate or restrict your access to or use of the Site if Dandy determines, in its sole discretion, that you have infringed the copyrights of a third party. You agree that Dandy shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Site or any Content, including Content that you may have shared. Dandy reserves the right to terminate any instance or access to the Site for any reason we deem fit, with or without written or oral notice.
VALIDATING YOUR TRANSACTION(S)
After you place an order, Dandy will check the information you give us for validity by verifying your payment method or shipping address. We reserve the right to reject any order you place with us and/or limit quantities on any order without giving any reason. If we reject your order, we will attempt to notify you using the email address you have provided us with the order.
Content; Intellectual Property
Your rights of access and use of our Intellectual Property are restricted as follows:
Website and App Uses and Restrictions
Your use of the Site is restricted, including, but not limited to, the following rules:
You further agree that:
Links to Third-Party Websites or Services
Disclaimer of Warranty
YOU EXPRESSLY AGREE THAT THE USE OF THESE SITES IS AT YOUR SOLE RISK. NEITHER Dandy, NOR ITS SUBSIDIARIES OR AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THESE SITES, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY, OR CONTENT OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, DESCRIPTIONS), SERVICE, PRODUCT, OR TRANSACTION PROVIDED THROUGH THESE SITES. THE SITES AND ALL CONTENT AND OTHER INFORMATION CONTAINED WITHIN THE SITES, AND SOFTWARE, PRODUCTS, AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL INFORMATION PROVIDED WITHIN THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. Dandy CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITES WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
Dandy HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITES OR THE CONTENT, STATEMENTS, OR OTHER INFORMATION CONTAINED WITHIN OR ON THE SITE, OR THE PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Dandy DISCLAIMS ANY, AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY Dandy SOFTWARE OR SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES.
UNLESS EXPRESSLY STATED OTHERWISE IN A SEPARATE AGREEMENT WITH Dandy, YOUR SOLE REMEDY AGAINST Dandy FOR DISSATISFACTION WITH THE SITES OR ANY CONTENT IS TO STOP USING THE SITES OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
Limitation of Liability
You agree to indemnify and hold Dandy, including our officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates, harmless from any demands, losses, liabilities, claims, or expenses (including attorneys’ fees), made against Dandy by any third party due to, arising out of, or in connection with your use of the Site.
Void Where Prohibited
Dandy administers and operates the Site from its location in California, USA. Although the Site is generally accessible worldwide, not all features, products, or services discussed, referenced, provided, offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Dandy reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative, and you are solely responsible for complying with applicable local laws.