STAELLO TERMS OF SERVICE
(OUR TERMS AND CONDITIONS)
Staello Terms of Service. Simple Reviews Inc. (“Staello”, “We”, “Us”) owns and operates the Staello website available at https://staello.com (the “Website”), the Staello mobile application (the “App”) which We use to provide online marketing services (collectively the “Services”).
1. STAELLO PLATFORM
1.1 Services. Staello helps business owners (“Business Owners”, “Users”) build their online presence by providing a service that prompts their clients (“Clients”) to leave online reviews of their businesses on popular online review services.
1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and users of the Website, App and Services (“you,” “your,” and “Users”). Staello may modify these Terms at any time in our sole discretion by posting a notice on the Website or App. Any changes will take effect 30 days from the date of posting of an update to these Terms.
2. REGISTRATION AND ACCOUNTS
2.1 Staello Registration. In order to use Staello Services as a Business Owner, you must subscribe to the Services and provide the required identification information, which will be verified to create your account (your “Business Account”). Your login information will then be emailed to you. By registering for a Business Account, you represent, warrant and covenant to Staello that you are at least 19 years old, and hereby agree to be bound by these Terms.
2.2 Accounts. If you register for a Business Account, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms (“Registration Data”); (b) maintain the security of your password; and (c) maintain and promptly update the Registration Data as necessary to ensure it is up to date.
2.4 Billing Information. Users who subscribe to the Services will be required to provide valid credit card information or other acceptable payment information to register (collectively known as “Billing Information”), which will be used for payment of fees owed under these Terms for any subscriptions to our Services. You shall promptly advise Staello if your Billing Information changes due to loss, theft, cancellation, expiry, or otherwise. Users shall be liable for any failure to pay fees caused by out-of-date billing information.
3.1 User Identification. Staello reserves the right to request personal information, including identification, to verify User identity. However, we have no control over the conduct of our Users or the truth or accuracy of the information that Users share with Staello. We cannot guarantee the true identity of any individual or business. All Users are independent third parties. We do not endorse any persons who use or register for our Services. USE OF THE SERVICES ARE AT YOUR OWN RISK. Staello SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, ARISING OUT OF YOUR USE OF THE SERVICES OR CAUSED BY ANOTHER USER OF THE SERVICES.
4. PAYMENT TERMS
4.1 Fees. If you subscribe to the Services, you will be required to pay the subscription fees indicated on your subscription order form (“Order Form”), including any applicable taxes. You will be billed in accordance with the billing schedule set out on your Order Form.
4.2 Cancellation. Your Staello subscription continues indefinitely until canceled by you. After your initial subscription commitment period indicated on your Order Form, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing unless Staello gives you prior notice of any fee changes. You agree that your Staello Account will be subject to this automatic renewal feature. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription within the first year, please notify Staello at least 30 days prior to the renewal date by contacting us. If you cancel your subscription after the first year, once your subscription has converted to monthly billing, your last bill will occur in the month following the month in which you informed us of your cancellation and you may use your subscription until the end of following month; your subscription will not be renewed after your then-current term expires. If you wish to cancel your monthly billing, please notify Staello at least 15 days before your monthly renewal date.
4.3 Staello subscription can be canceled by sending a cancellation email to email@example.com or getting in touch with one of our representatives on +1 (844) 782-3556
4.4 Payment Method. Staello bills you through an online account (your “Billing Account”) for use of the Service. You agree to pay Staello all charges at the prices you agreed to on your Order Form (including your agents) using your Billing Account, and you authorize Staello to charge your chosen payment provider (your “Payment Method”) for the Service. By subscribing, you authorize Staello to charge your Payment Method when you purchase a subscription and again at the beginning of any subsequent subscription period. Upon the renewal of your subscription, if Staello does not receive payment from your Payment Method provider, you agree to pay all amounts due on your Billing Account upon demand and/or you agree that Staello may either terminate or suspend your subscription and continue to attempt to charge your Payment Method provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
4.5 Taxes. The User authorizes Staello to charge for any sales or similar taxes that may be imposed on your subscription payments.
5. LICENSE; INTELLECTUAL PROPERTY
5.1 License. Subject to your compliance with these Terms and your payment of any of Staello Fees owed hereunder, Staello grants you a non-transferable, non-exclusive, license to (a) access and use Website, App, and Services, and (b) download, install and use one copy of the App on a mobile device that you own or control for your use (the “License”). The App is licensed to you and not sold. Except as explicitly provided herein, nothing in the Terms gives you a right to use the Staello names, trademarks, logos or other distinctive brand features without our prior written consent.
5.2 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Staello Content”), and all intellectual property rights related thereto, are the exclusive property of Staello and its licensors. Use of the Staello Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
5.3 Feedback. You may choose to, or we may invite you to submit comments or ideas about the Website, App, and Services, including but not limited to, about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Staello under any fiduciary or other obligation and that we are free to use the Feedback without any compensation to you, and free to disclose the Feedback on a non-confidential basis or on any other basis, to anyone.
5.4 User Content. Staello does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the Staello Website, App or Service, including but not limited to reviews, photos, and comments (“User Content”). However, by using the Website, App and/or Services, you grant Staello a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of operating the Website, App and Services.
- such User Content does not violate any local laws;
- such User Content does not infringe on any 3rd party rights;
- such User Content is not posted under a false identity, impersonate any person or entity, including, but not limited to, a Staello employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- such User Content does not consist of or constitute unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- such User Content does not contain viruses, malicious code or other technology which harm Staello or the interest or property of Staello Users
- such User Content is your original work, created solely by you, and over which you have all necessary rights, title and interest, including copyright or you have a license from the owner of the User Content and permission to post the User Content, and you grant Staello a worldwide assignable and sub-licensable license in perpetuity to publish, display, reproduce, modify, edit or otherwise use any User Content, in whole or in part, for advertising or publicity/promotional purposes (including advertising or publicity/promotional purposes by Staello) or for any other purpose whatsoever, without any compensation or further notice;
- all individuals appearing in such User Content have granted to you a worldwide assignable and sub-licensable license in perpetuity to publish, display, reproduce, modify, edit or otherwise use any User Content, in whole or in part, for advertising or publicity/promotional purposes (including advertising or publicity/promotional purposes by Staello) or for any other purpose whatsoever, without any compensation;
- User will indemnify and hold harmless Staello from any claims arising from or related to a breach of these warranties and representations;
- User waives any and all moral rights that you may have in the User Content, to the fullest extent permitted by law; and
- the User agrees to release and hold harmless Staello from and against any and all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trademark infringement or any other intellectual property-related cause of action that relates in any way to our use of your User Content.
Furthermore, the User understands and agrees that we are under no obligation to display any of your User Content on our Services, and that we may edit or remove your User Content at any time, without further notice, at our sole discretion.
6.1 Platform Usage. Staello may impose certain limitations on the use of the Website, App or Services, including, but not limited to restricting the number of Accounts for which you may register, and/or imposing charges for certain features of the Services. You agree to use the Staello Website, App and the Services only for purposes as permitted by these Terms. Staello reserves the right to modify or impose any limitations on the use of the Staello Website, App and the Services at any time, with or without notice to you. We also reserve the right at all times to terminate any use of the Staello App at any time without any liability whatsoever. We reserve the right to pre-screen, edit, limit or remove any such User Content in our sole discretion, without further notice to you. Notwithstanding, you shall remain solely responsible for any User Content you submit or post. You may be exposed to User Content that is inaccurate, incomplete or unsuitable. We will not be responsible for User Content or accuracy of any information, and shall not be responsible for any acts taken or decisions made based on such information. Any information you disclose in public areas of our Services becomes public information and is immediately accessible to other users, so it is important for you to carefully consider what, if any, personal information you reveal in these areas.
6.2 Restrictions. In using the Staello Website, App and/or the Services you shall not:
- intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;
- license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Staello Website, App or the Services;
- upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- you do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or App or that of any Users or viewers of the Website or App or that compromises a User’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
- or modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Staello Website, App or any software provided by us;
- use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- “stalk” or harass any other User of our Services or collect or store any information about any other User other than for purposes of transacting with one another;
- register for more than one User Account or register for a User Account on behalf of an individual other than yourself;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information or otherwise interact with the Services, App or the Website;
- harvest or otherwise collect or store any information (including personal information) about other users of our Services, including e-mail addresses, without the express consent of such Users;
- use any robot, spider, scraper or other automated means to access our Services and collect content for any purpose without our express written permission;
- interfere with or disrupt networks or servers connected to our Services;
- use, download or otherwise copy, or provide to any person or entity our Services users’ directory or other user or usage information or any portion thereof, other than in the context of your use of our Services
- advocate, encourage, or assist any third party in doing any of the foregoing.
You agree to defend, indemnify and hold Staello, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website, App or Services; (b) your use of the Website, App or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Services, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including any intellectual property rights or privacy rights; or (f) your violation of any contract you enter into with another User of the Services. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
8. TERM; TERMINATION
8.1 Termination by Staello. Staello may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website, App or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, or any other policies or guidelines that are referenced herein and/or posted on the Website, App or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Staello Website, App or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Staello in its sole discretion, and Staello will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
8.2 Closing of Account by User. At any time, a User may terminate the User’s Account, provided that all amounts owed to Staello have been paid.
9. THIRD-PARTY CONTENT
9.1 Advertisements. You acknowledge and agree that the Website and App may contain advertisements from other third parties and Users. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website or App, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that Staello shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
9.2 Links. The Website and App may contain links to other websites that are not owned or controlled by Staello. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Staello of that third party, third-party product or service. Staello is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or App are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or App of a link to any other website(s) or any advertisements does not imply that Staello endorses or accepts any responsibility for the content or use of such websites, and you hereby release Staello from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
10. DISCLAIMER OF WARRANTIES AND CONDITIONS
THE WEBSITE, SERVICES, AND APP ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Staello SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE Staello WEBSITE, APP, AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE, APP OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Staello OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
Staello SHALL NOT BE RESPONSIBLE FOR ANY REVIEW OR CONTENT PUBLISHED BY AN END USER OR THIRD PARTY ON ANY WEBSITE OR OTHER PUBLIC FORUM.
11. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Staello BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THE Staello WEBSITE, APP OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN ANY INFORMATION AVAILABLE ON THE WEBSITE OR (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE Staello WEBSITE, OR (E) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY CONTENT TO USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Staello’s LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED CANADIAN DOLLARS ($500) OR (B) ALL Staello’ FEES YOU’VE PAID IN THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
12. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws in effect in the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. Subject to the Arbitration terms below, the courts of the Province of Ontario located in Ottawa shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Staello Website, App or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
13. ENTIRE AGREEMENT
14. ENGLISH LANGUAGE
It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
15. CONTACT US
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Staello Website, App or the Services, please contact us at:
Last Modified: March 18th 2022