General Terms & Conditions

GENERAL TERMS AND CONDITIONS

(also referred to as ‘Terms” and/or “Terms of Use” and/or “Terms And Conditions”)

These Terms And Conditions contained herein, govern your access and use of any service or product, as well any Website and/or App, controlled by SEO HEROES BANGKOK CO. LTD. including and regardless of eventual purchase, including:

(i) its domains gmbcrush.com as well the  related subdomains and microsites, and eventual mobile applications and software (collectively referred to herein below to as “Site”, “Website” and/or “Portal”);

(ii) any product, algorithm, indicator, content, functionality, and services comprising such offered on or through the software “GMB Crush” (the “Software”) and the Site (collectively referred to herein below as “Products” or “Services”).

For these Terms, SEO HEROES BANGKOK CO. LTD. will also be referred to as the “Provider”, “Company”, “we”, “us” and “SHB”.

RECITALS

WHEREAS, as used in this Agreement, the following terms shall have the following meanings:

  • “Agreement” means these Terms of Service and all materials referred to or linked to in this document.
  • “Client” means customers of our Services.
  • “Client Data” means all information that you submit or collect via our Services.
  • “Client Materials” means all information, data, text, messages, sound, music, video, photographs, graphics, images, and tags that you provide or post, upload, input or submit for public display through your Google My Business account, social networks, and our Services.
  • “Company Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our Services.
  • “Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
  •  “Information Services” means third-party services, online communities, review sites and/or other communication facilities (such as Google My Business, Yelp and Facebook) linked to our Services that contain information and/or reviews about your business.
  • “Order” or “Order Form” means the Company-approved form or online subscription process by which you agree to subscribe to our Services and purchase our Products. Most Orders are completed through our online payment process or via in-app purchases.
  • “Review Responses” means your responses and interactions relating to consumer reviews on our Services.
  • “Sensitive Information” means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.
  • “Subscription Fee” means the amount you pay as a subscription for our Services.
  • “Subscription Service” means all of our Products, Software, and Services that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via our Website or another designated URL, and any ancillary products and services that we provide to you.
  • “Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
  • “Third-Party Products” means non-embedded products and professional services that are provided by third parties which inter-operate with or are used in connection with our Services.
  • “Third-Party Sites” means websites provided by third parties.
  • “Users” means collectively the Clients of our Services with their employees, representatives, consultants, contractors or agents who are authorized to use our Services for their benefit and have unique user identifications and passwords.
  1. YOUR ACCEPTANCE OF THE TERMS

1. By accepting these terms at the time of registration constitutes your agreement to follow and be bound by these terms of use, as well as SHB’s, legal notice, and privacy and cookie policy. Any interaction you have with the Site through the use of browsers, applications, programs, or other tools, whether installed by you or a third party, shall be deemed to be your use of this Site. 

2. You must not use this Site or our Services if you have any objection to any of these Terms And Conditions. The provider offers the Site and Services to you conditioned upon your acceptance, without modification, of these terms of use. Your use of the Site, our Services, as well as your eventual purchasing of our products/services constitutes your acceptance of these terms of use.

These Terms, including any legal notices and disclaimers contained on the Portal, constitute the entire agreement between the Provider and the User of the Website and supersede all prior agreements and understandings concerning the same.

3. This Site and our services are offered and available to users who can form legally binding contracts under applicable law (all applicable local, state, national, and international laws, rules and regulations).

If you do not meet all of these requirements, you must not access or use the Site.

4. By entering these terms, you expressly acknowledge you have read and understood all of the terms included herein and have taken time to consider the consequences of this important decision. 

  • OVERVIEW OF THE SERVICES AND USERS

1. Through our Services, we offer Software that promotes Users’ Google My Business account maximizing Web exposure through the extrapolation, comparison, and analysis of the data present in Google My Business. GMB Crush is operative 24 hours a day, seven days a week and 365 days a year.

The interaction with the Software will be carried out, according to the Client intentions, through one of the following modalities: (i) Extrapolation (GMB scraper); (ii) comparison and analysis of data  (GMB Wizard); (iii) formulation of proposals to increase web exposure.

  • Users of our Services are referred to collectively as “Users”.

The User must have a personal computer and a device that is compatible with our Services.

The User must also have a fast and stable internet connection. We expressly do not warrant that our services will be compatible with all User’s devices. You agree that you are responsible for all charges incurred in connection with any activity sponsored on our Portal, including, without limitation, all taxes, processing charges, and other fees.

3. Registration to the Platform requires the User to connect his Google My Business account to our Software through Google’s connection plugin. Accounts cannot be registered via bots or other automated methods.

Registration is free and then, will be required to place an Order to use the Subscription Service. The User may cancel the account at any time by using the appropriate feature provided in the personal account.

4. SHB allows all Users to connect their Profile but does not directly approve any Client, account, rating, comment or evaluation. The Provider does not guarantee and assumes no responsibility for the information and the identity provided by the Users, as well any Client Data or Client Materials.

5. The Provider may terminate any account refusing all current or future use of the Site or other services, or any portion thereof:

– to comply with applicable regulations;

– if the User provides any information that the Provider determines, in its sole discretion, to be untrue, inaccurate, not current or incomplete (or if the information becomes untrue, inaccurate, not current or incomplete);

– if the Provider determines, in its sole discretion, that any users are using an account in a manner not permitted by these Terms of Use; or

– in other circumstances, as the Provider deems appropriate in its sole discretion.

6. As a User of the Website, you expressly agree not to:

– Create an account in another person’s or entity’s name without the written consent, as well as use another’s account or impersonate another person or entity without the written consent;

– Use the Site for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others;

– Restrict or inhibit other Users from using and enjoying the Software;

– Circumvent or reverse engineer the Site or our systems or to gain unauthorized access to any areas of the Software or any other systems or networks connected to the Services, or to any of the services offered on or through the Services that are not intended for access by you, by hacking, password “mining,” or any other illegitimate means;

– Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Software or our systems or networks or any systems or networks connected to the Site, including by “flooding” the Website or the Software with requests; or

– Use the Services to gain competitive intelligence about us or any product offered via the Site or to otherwise compete with us or our affiliates.

7. You agree to notify Us if your password is lost, stolen, or disclosed to an unauthorized third party, if there is any unauthorized use of your password or account, or if you learn of any other breach of security. You will employ the security measures necessary to prevent unauthorized users from accessing the Software including your user email(s) and password(s). You are solely responsible for the maintenance and protection of your Login Information.

  • The GMB Crush platform is planning to several tools to Users (collectively, “User Tools”), some of which are provided by third parties. We are not responsible for the availability, suitability, or effectiveness of any of these User Tools, whether provided by a third party or not.

9. Neither Party is under this Terms authorized as an agent, employee, or legal representative of the other. For those reasons, the Parties specifically agree that the User is an independent subject and is not in any manner an employee, joint venturer, or partner of the Provider concerning the Services to be carried out or performed according to these Terms.

Your membership or subscription to our Services may not be transferred or sold to another party.

  • WE ARE A NEUTRAL VENUE

1. As a User, you acknowledge that we offer Services function solely as a neutral venue.

In the same way, you acknowledge that we will not endorse you or your products. We are in no way responsible for assisting you in reaching an agreement with a potential third party on the web. We are not responsible for assisting you in providing goods and services to third-party.

2. We have no control over the existence, quality, accuracy, safety, or legality of the information provided by the Users and in general by no one. To that end, We are not responsible for untrue information that takes place on our Services or the accuracy of any listings. We make no representations or warranties and are not liable or responsible for the actions or inactions of Users or third-party.

3. You acknowledge and agree that the Portal and our Services are merely support and complementary tools for Users. The User is solely responsible for and will have complete authority, supervision, and control over any decisions.

  • INTELLECTUAL PROPERTY OWNERSHIP (IP)

1. The Providers grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Portal, our Products, and our Services.

Our Products and our Services contain copyrighted material, inventions, know-how, potentially patentable material, design, logos, phrases, names, shapes, and styles (collectively “Intellectual Property Content”). 

Unless otherwise indicated and/or provided according to a third-party license, our Intellectual Property Content is our sole property, and we retain all appurtenant rights, interests, and title thereto. 

2. The Provider also claims ownership rights under the copyright and trademark laws concerning the “look,” “feel,” “appearance” and “graphic function” of the Portal, including but not limited to its colour combinations, sounds, layouts, and designs. No license is granted to any third party and you have no right to make available to anyone access to our Portal or Services. 

3. The violation of any of the clauses expressly provided in this Terms, or other Terms And Conditions under this Site is a blatant violation of the Provider’s IP.

4. Intellectual property rights are better explained in the “Legal and IP Notice” available on the Site (a document that for all purposes is invoked and that the user declares to accept under the law).

  • CLIENT ORDERS

1. All orders should be placed through our Portal. Confirmations for all Transactions that have been executed through your account will be available on your account.

Users agree to pay all applicable fees related to the order based on Our fees, charges, and billing terms in effect. All fees are based on services purchased, regardless of actual usage. If you do not pay on time or if We cannot charge your payment method for any reason, We reserve the right to either suspend your access to your account and/or terminate these Terms.

2. Your initial subscription period will be specified in your Order, and your subscription will automatically renew for the shorter of the subscription period or one year. To prevent the renewal of the subscription, notice must be provided to us before renewal. If you add products during the Subscription Term, the fees for these additional products will be pro-rated and they will renew along with your subscription unless otherwise indicated in your Order. The renewal pricing outlined in your Order will apply, subject to adjustment as specified in the ‘Fees and Payments’ section above. If renewal pricing is not included in your Order, then our standard pricing available on our Pricing Page on the date of renewal will apply. Upon termination or expiration of this Agreement, you will stop all use of the affected Subscription Service.

3. The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using our Subscription Service  Services during your paid Term.

4. We have the right to cancel any Order if we have reasonable reasons to believe that one of the following has incurred: (a) Fraud / illegal actions led to the transaction, (b) Orders placed on prices that have been displayed as a result of system errors or systems malfunctions either of those of the Company or its third-party service providers. (c) The Transaction has been performed in violation of the provisions of this document. Only in case (b) all amounts charged will be returned on the means of payment used.

5. We may suspend any Client’s access to any or all Services without notice for: (i) use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of these Terms or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. We may, without notice, review, edit and delete any Client Data or Client Materials that we determine in good faith violate these terms, provided that, we have no duty to prescreen, control, monitor or edit Client Data or Client Materials.

6. If your Order and use of the Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, without any notice, suspend all or any access to the Service or cancel your Order. We will try to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

7. SHB to provide an extremely efficient Service may use third-party services to manage products and orders. The Provider may share, in the manner and with the guarantees of those Terms, all the User information with such entities as better specified on these Terms and Conditions.

8. You agree that each of the following representations and warranties is deemed as present each time you place an Order with us: (a) that you have not been coerced or otherwise persuaded to agree; (b) the data provided by you to us complete, true, accurate and not misleading in all respects and the certificates provided are authentic; (c) that you are of sound mind, legal age and legal competence; (d) that you understand how the Software operates before using our Services, you warrant that you understand the terms and conditions of this Terms and Conditions, and any legal and financial implications thereof.

  • DISCLAIMER OF WARRANTY

1. We provide access to our Portal and Services to Users and prospective Users “as is” and “as available” and without any representation or warranty of any kind, whether express, implied, or statutory, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title or non-infringement on all uses/purchases.

  • Without limiting the foregoing and to the fullest extent permissible by applicable law, the Provider does not represent or warrant that the information in his Portal or Services is accurate, complete, or current or that the site will operate without interruption, without error or defects, bugs, viruses, or other harmful components without limiting the foregoing and to the fullest extent permissible by applicable law.
  • Without limiting the foregoing and to the fullest extent permissible by applicable law, the Provider further disclaims any liability, responsibility, or damage for any theft or loss of, unauthorized access or damage to, or interception of any data or communications sent to, from or stored on the Portal and Services. Without limiting the foregoing and to the fullest extent permissible by applicable law, the Provider further disclaims any liability, responsibility, or damage for any activity of any User.
  • The Provider shall not be liable for any delay, error, interruption, or failure to perform any obligation under these Terms, where the delay or failure is directly or indirectly resulting from any cause beyond control, including but not limited to:

(i)   acts of God, nature, court, or government;

(ii)  failure or interruption in public or private telecommunication networks, communication channels, or information systems;

(iii) acts or omissions of acts of a party for whom we are not responsible;

(iv) delay, failure or interruption in, or unavailability of, third-party services;

(v)  strikes, lockouts, labour disputes, wars, terrorist acts, and riots.

5.    The Provider shall not be liable for any information obtained on or through Google My Business. On the contrary, these indications are intended as useful information that each User may consider in making their own decisions regarding their business.

  • FEES AND PAYMENT

1. The payment due and charged to the Client will be that of the Service accepted and purchased at the cost displayed on our check-out page. Any price will be visible before each Order and cannot be changed following the execution of an Order.

2. Each Consultant understands and agrees to be solely responsible for: a) its applicable tax declaration obligations; (b) any tax paid to the relevant authorities.

3. For the Users’ convenience, the Provider will offer several payment methods (just for example: Credit/Debit cards including Master and Visa circuit, PayPal, etc.);

The variety of payment methods that are accepted may not be available or limited, as reflected in the purchase tool. The Provider reserves the right, in its sole discretion, to accept only some of the services offered.

4. Before the Client will be able to submit a transaction through the system the following information is required:

– a valid payment card number and/or bank account and associated information for a payment card that you are authorized to use;

– your name as it appears on the card or bank account;

– the credit or debit card type;

– the card, expiration date;

– any activation numbers or codes needed to charge your card or bank account; and

– the billing address or Sp code or postal code associated with the card or bank account.

You authorize us or our third-party payment processor to store your payment card or bank information and, if needed, to continue billing your card or bank account.

5. You agree to provide current, complete, and accurate purchase and account information on our Platform.

6. All services are originally billed in USD. In case the User’s local currency is different, it will be automatically converted into the above-mentioned currency in our collecting payment account.

7. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services immediately. We may not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.

8. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering the use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

  • CHANGES

1. The Provider may make changes to its Terms of Service from time to time. When these changes are made, the Provider will make a new copy of the Terms available on this page. Using this Site the User is expected to review such Terms regularly to ensure he/she understands all Terms And Conditions. By continuing your use of the Services you accept the amended Terms. In the event, you don’t accept a change you can cancel your Services with us without being entitled to any reimbursement

  • LIMITATION OF LIABILITY

1. Any third-party technology provided, made available, linked to, or otherwise accessible through or in association with Our Portal and Services (“Third Party Technology”) (ex. Google My Business) are provided solely as a convenience to you and are not under Our control. We do not endorse, recommend, or otherwise make any representations or warranties concerning any Third Party Technology. Further, you agree to comply with all terms and conditions applicable to the use of Third Party Technology and otherwise ensure that you have obtained all rights, licenses, and clearances that may be necessary to use such Third Party Technology.

2. In no event will the Provider, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Site, any materials linked to it, any content, analysis, comparison, and similar on the Site or such other websites or any services or items obtained through the Site.

3. We shall not be liable for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, the Website or the Services. Furthermore, we shall not be liable for any problem or dysfunction of telephone lines, online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the Internet.

4. We shall not be liable for the conduct of third parties, including Google or other entities on the Web, our partners, and clients, nor damages or losses incurred by them.

5. We shall not be liable for damages or losses stemming from Force Majeure events, or other events which could not have been controlled by us. If we determine that a Force Majeure Event exists, we may, in our absolute discretion, without notice and at any time, take any required action.

6. However, in some other jurisdictions, limitations of liability are not permitted.

In countries where exclusions or limitations of liability are allowed, the Provider, its affiliates, suppliers, or distributors won’t be liable for:

– any indirect, special, incidental, punitive, exemplary, or consequential damages, or

– any loss of use, data, business, or profits, regardless of legal theory.

these exclusions or limitations will apply regardless of whether or not the Site or any of its affiliates has been warned of the possibility of such damages.

  1. RISK DISCLOSURE AND RELEASE

1. SHB wants to protect the rights and dignity of all users of the Platform. We are a legal environment that does not allow requests for illegal, offensive, or discriminatory topics or behaviour. Violations of this article may be prosecuted directly by the Users, but also by SHB itself, by any competent Authorities.

2. In no event shall we or any of our officers, directors, employees, or agents be liable to you for any damages whatsoever, including without limitation indirect, incidental, special, punitive, or consequential damages, arising out of or in connection with your use of the Software or Services, including but not limited to the quality, accuracy, or utility of the information provided as part of or through the Website and GMB Crush or for any decisions made based on such information, whether the damages are foreseeable and whether or not we have been advised of the possibility of such damages.

  1. GENERAL TERMS

1. Certain areas of this Website have limited access and the Provider may further restrict access to it at any time at its sole and absolute discretion.

2. Some information contained in the Site and Software is purely informative and, unless otherwise provided, does not constitute a contractual proposal or an offer to the public.

3. If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

4. The failure or delay of the Company to exercise or enforce any rights or provision of these Terms does not constitute a waiver of such right or provision.

  1. TERMINATION – EXPIRATION

1. Any User has the right to terminate any relationship according to these Terms and Conditions as specified on those Terms. The Company may terminate any relationship under these Terms and Conditions immediately without giving notice to any User.

2. The termination of any relationship according to these Terms and Conditions shall not, in any case, affect the rights and obligations which have arisen or any existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the Consultant shall pay: (a) Any outstanding costs or pending fee(s) of the Company and any other amounts payable to the Company, (b) Any charges and additional expenses incurred or to be incurred by the Company as a result of the termination of the relationship; (c) Any damages which arose during the arrangement or settlement of pending obligations.

  1. PERSONAL DATA

1. The Company, for the sole purpose of managing the relationship under these Terms and Conditions, will know personal data concerning the User and its representatives, exponents, employees, clients, collaborators, etc., knowledge of which, although not mandatory, is necessary to establish and execute any relationship. How personal data are managed are better illustrated in the “Privacy and Cookie Policy” available on the Site (a document that for all purposes is invoked and that the user declares to accept under the law).

  1. CONFIDENTIAL INFORMATION

1. The Company does not have any obligation to disclose to the User any information or take into consideration any information either when making any decision or when it proceeds to any act on behalf of the User unless otherwise agreed and stated in these Terms and where this is imposed by the relevant Laws and Regulations and directives in force.

2. The Company has the right to disclose User information (including recordings and documents of a confidential nature, card details) in the following circumstances, without limitation: (a) Where required by law or a court order by a competent Court; (b) When it is necessary to perform verification analysis on the Client’s identity to safeguard the client’s account and secure his/her personal information; (c) Where requested by a regulatory authority having control or jurisdiction over the Company or the Client or their associates or in whose territory the Company has Clients; (d) To relevant authorities to investigate or prevent fraud, money laundering, terrorist financing or other illegal activity; (e) To such an extent as reasonably required to execute Orders and for purposes ancillary to the provision of the Services. Non disclosure provisions are better explained in the “Legal and IP Notice” available on the Site (a document that for all purposes is invoked and that the user declares to accept under the law).

  1. COMPLAINTS PROCEDURE

1. The Company will put in place internal procedures for handling complaints fairly and promptly. The User may submit a complaint to the Company via email. Email: info@gmbcrush.com

  1. GOVERNING LAW

1. These Terms shall be construed and governed following the laws of Thailand without regard to choice of law rules.

If the Member is a ‘Consumer’ under the EU laws, any disputes must be resolved by the Consumer’s domicile or residence court according to the applicable law.

SEO HEROES BANGKOK CO. LTD

882/29 (Loft Lane LaSalle) Soi La Salle 54-56, Sukhumvit Road 105 (La Salle)

South Bang Na Subdistrict Bang Na District

Bangkok 10260

Thailand

DATE 25/05/2021

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