Last Revised: May 1st, 2020
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THE 5 STAR BUSINESS WEBSITE, SOFTWARE OR ANY SERVICES (COLLECTIVELY REFERRED TO HERE AS “5 STAR SERVICES”) PROVIDED BY ZG SOLUTIONS, LLC DBA 5 STAR BUSINESS (OR “US” OR “WE”) WHEREVER LOCATED, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE 5 STAR SERVICES.
These terms and conditions of use (“Terms”) apply solely to your access and use of 5 Star Services or related software or any services provided by US no matter where such 5 Star Services are located or accessed. These Terms do not alter in any way the terms or conditions of any other agreement you may have with US for any other goods or services. If you are using 5 Star Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to indemnify you and US for violations of these Terms. WE reserve the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline of 5 Star Services, at any time and in our sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of 5 Star Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Terms and applicable policies from time to time to understand the terms and conditions that apply to your use of 5 Star Services. If you do not agree to the amended Terms, you must immediately stop using 5 Star Services and inform US in writing as to your failure to agree. If you have any questions regarding the use of 5 Star Services, please email us at firstname.lastname@example.org
Registration Data & Other Information Provided by You
You agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms in the 5 Star Services (“Registration Data”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update the Registration Data, and any other information you provide to US in order to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to the Registration Data and any other information you provide to US.
You represent and warrant that: (i) all Registration Data is accurate, current and complete; and (ii) all other information you provide to US in the course of using is true and accurate.
Third Party Content
In the course of providing 5 Star Services, WE may access or provide third party content. Notwithstanding any terms to the contrary in these Terms or otherwise in the 5 Star Services: (i) WE do not control, endorse or adopt any Third Party Services or Content and make no representation or warranties of any kind regarding the Third Party Services or Content including, but not limited to, regarding its accuracy or completeness; and (ii) you acknowledge and agree that WE are not responsible or liable in any manner for any Third Party Services or Content and undertakes no responsibility to update or review any Third Party Services or Content. You acknowledge and agree that your use such Third Party Services or Content contained on the 5 Star Services (or made available via the 5 Star Services) are at your own risk.
Copyright and Limited License
Unless otherwise indicated in the 5 Star Services or these 5 Star Services Terms, the 5 Star Services and all content and other materials on the 5 Star Services, including, but not limited to, 5 Star Site, Software or Services and any associated logos and all designs, text, graphics, pictures, information, data, software and the selection and arrangement thereof (collectively, the “5 Star Services Materials”) are the proprietary property of ZG Solutions, LLC or its licensors or users and are protected by U.S. and international trademark and copyright laws.
You are granted a limited, non-exclusive and non-sublicensable license to access and use the 5 Star Services and electronically copy, (except where prohibited without a license) and to print hard copy portions of the 5 Star Services Materials (except Third Party Content) for your commercial use only, as limited by these terms or other agreements that may be applicable between you and US. Such license is subject to these 5 Star Services Terms and does not include: (i) any resale or commercial use of the 5 Star Services or the 5 Star Services Materials therein; (ii) the distribution, public performance or public display of any 5 Star Services or Materials; (iii) modifying or otherwise making any derivative uses of the 5 Star Services and the 5 Star Services Materials (or any portion thereof); (iv) use of any data mining, robots or similar data gathering or extraction methods; (v) downloading of any portion of the 5 Star Services, the 5 Star Services Materials or any information contained therein, except as expressly permitted on the 5 Star Services; (vi) any use of the 5 Star Services or the 5 Star Services Materials other than for its intended purpose; or (vii) any reverse engineering, decompiling or other efforts to obtain the source or application code or elements of the source or application code used by 5 Star Services. Any use of the 5 Star Services or the 5 Star Services Materials other than as specifically authorized in these 5 Star Services Terms, without the prior written permission of US, is strictly prohibited and will terminate the license granted in these 5 Star Services Terms. Such unauthorized use may also violate applicable laws including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these 5 Star Services Terms will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
User-Generated Content (3rd Party Reviews)
By making available any user-generated content (“User Content”) through the 5 Star Services, you hereby grant to US a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the 5 Star Services. WE do not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the 5 Star Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the 5 Star Services or you have all rights, licenses, consents and releases that are necessary to grant to US the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or 5 Star’s use of the User Content (or any portion thereof) on, through or by means of the 5 Star Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
WE reserve the right (but shall have no obligation) to remove any or all User Content from the 5 Star Services in our sole discretion. You agree to immediately take down any User Content that violates the Terms, including pursuant to a take-down request from US. In the event that you elect not to comply with a request from US to take down certain User Content, WE reserve the right to directly take down such User Content.
Third Party Software
The 5 Star Services incorporate certain third-party software which is legally licensed by US, subject to the terms and conditions of the third party licensing of such software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such software.
Compliance with 3rd Party Review Site Policies
You agree to adhere to the applicable terms of service of all major review sites. This includes but not limited to Google, Facebook, Yelp, and other review sites.
Review gating: You cannot implement any form of review gating. Review gating is a process where companies send a message to customers asking if their experience was positive or negative. Those who had a positive experience are directed to leave an online review. Those who had a negative experience are typically sent to a form to leave comments that are not made public.
When soliciting reviews using our platform, businesses must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.
Sites prohibiting solicitation of reviews: You agree to fully comply with sites such as Yelp that prohibit review solicitation and will not misuse the 5 Star Services to bypass review sites’ policies.
Failure to comply with 3rd Party Review site policies: If you attempt to circumvent the terms of service for 3rd party review sites, WE will notify you and allow 30 days to take corrective action. If you fail to comply within the 30-day notice period, Your account may be suspended by US, in our sole discretion.
5 Star Services plus related logos or marks and any other service name or slogan contained in the 5 Star Services are trademarks of ZG Solutions, LLC and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of US or the applicable trademark holder. You may not use any metatags or any other hidden text utilizing 5 Star Services, 5starbusiness.com or any other name, trademark or service name of US without our prior written permission. In addition, the look and feel of the 5 Star Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of WE or US may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, 5 Star Services or software names and logos mentioned in the 5 Star Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by US.
You agree not to do any of the following while using the 5 Star Services:
- Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
- Use, display, mirror, frame or utilize framing techniques to enclose the 5 Star Services, or any individual element or materials within or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without 5 Star’s express written consent;
- Access, tamper with, or use non-public areas of the 5 Star Services, 5 Star’s computer systems, or the technical delivery systems of US, or our providers;
- Attempt to probe, scan, or test the vulnerability of any 5 Star Services system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by US or any of our providers or any other third party (including another user) to protect the 5 Star Services;
- Attempt to access or search the 5 Star Services or download any of our content from the 5 Star Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the Software and/or search agents provided by US or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a 5 Star Services trademark, logo URL or product name without our express written consent;
- Use the 5 Star Services for the purpose of bringing an intellectual property infringement claim against US or for the purpose of creating a product or service competitive with the services provided by US.
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the 5 Star Services to send altered, deceptive or false source- identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the 5 Star Services including those used to provide those to you;
- Interfere with, or attempt to interfere with, the access of any user, host or network connected to the 5 Star Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing;
- Collect or store any personally identifiable information from the 5 Star Services from other users without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
WE have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and 5 Star Services security issues, to the fullest extent of the law. WE may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that WE have no obligation to monitor your access to or use of the 5 Star Services or to review or edit any User Content, but have the right to do so for the purpose of operating the 5 Star Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. WE reserve the right, at any time and without prior notice, to remove or disable access to the 5 Star Services and any User Content, that WE, in our sole discretion, consider to be in violation of these Terms or otherwise harmful to the 5 Star Services.
You agree, at your sole expense, to defend, indemnify and hold ZG Solutions, LLC dba 5 Star Business, its independent contractors, activity providers, service providers and consultants, and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your use of the 5 Star Services and/or the 5 Star Services Materials; (ii) your conduct; or (iii) your violation of these 5 Star Services Terms or your violation of the rights of any third party.
UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING, THE 5 STAR SERVICES ARE PROVIDED TO YOU ON AN AS IS OR AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND. WE DO NOT WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AVAILABILITY, RELIABILITY OR SECURITY OF ANY SERVICES. UNLESS OTHERWISE EXPRESSLY SET FORTH IN WRITING, WE DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO ANY SERVICES WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE INCLUDING (BUT NOT LIMITED TO): (I) ANY AND ALL WARRANTIES OF MERCHANTABILITY; (II) ANY AND ALL WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNEW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) ANY AND ALL WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. ZG SOLUTIONS, LLC DBA 5 STAR BUSINESS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WE reserve the right to change any and all content contained in the 5 Star Services at any time without notice. Reference to any services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by WE or US.
Digital Millennium Copyright ACT (“DMCA”)
WE respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the 5 Star Services if such claims are reported to our Designated Copyright Agent identified in the sample notice below.
DMCA Notice of Alleged Infringement (“Notice”)
- Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
- Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent , or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to our designated Copyright Agent:
5 Star Business
484 E. Carmel Dr., Suite 344, Carmel, Indiana 46032
Limitation of Liability
IN NO EVENT WILL ZG SOLUTIONS, LLC DBA 5 STAR BUSINESS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF REVENUE, LOSS OF PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE 5 STAR SERVICES, YOUR CONDUCT OR THE CONDUCT OF ANY OTHER USERS (INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, EMOTIONAL DISTRESS, ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS WITH OTHER USERS AND/OR ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM US VIA THE 5 STAR SERVICES OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR UNAUTHORIZED ACCESS TO ZG SOLUTIONS, LLC OR ITS RECORDS, PROGRAMS OR SERVICES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH ANY 5 STAR SERVICES, YOUR CONDUCT OR THE CONDUCT OF ANY OTHER USERS (INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, EMOTIONAL DISTRESS, ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS WITH OTHER USERS AND/OR ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM US OR ZG SOLUTIONS, LLC OR 5 STAR SERVICES OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR UNAUTHORIZED ACCESS TO ZG SOLUTIONS, LLC’ RECORDS OR SERVICES) EXCEED THE AGGREGATE OF THE NET AMOUNTS RECEIVED BY US FROM YOU.
WE make no representation that use of 5 Star Services is appropriate or available for use in locations outside the United States and accessing them from territories where their use or content is illegal is prohibited. Those who choose to access 5 Star Services from other locations do so on their own initiative and are responsible for compliance with local laws.
Applicable Law and Venue
These 5 Star Services Terms and your use of the 5 Star Services platform will be governed by and construed in accordance with the laws of the State of Indiana, applicable to agreements made and to be entirely performed within the State of Indiana, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these 5 Star Services Terms will be filed only in the state courts located in Boone County or federal courts located in Marion County, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these 5 Star Terms.
Notwithstanding any of these Services Terms or other contracts or agreements between the Parties, in the event that Your use of 5 Star Services is determined to be a security, safety or other risk (“Security/Risk Period”), WE or US reserves the right, without notice and in its sole discretion, to terminate your license to use 5 Star Services, and to block or prevent your future access to and use of 5 Star Services, either permanently or at least until such time as the Security/Risk Period ends.
If any provision of these 5 Star Services Terms is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these 5 Star Services Terms and will not affect the validity and enforceability of any remaining provisions.
Questions and Contact Information
Questions or comments about the 5 Star Services or these Terms and Conditions may be directed to WE or US by emailing us at email@example.com