EFFECTIVE AS OF September 14th, 2021.
SPOTON TRANSACT LLC GOOGLE MY BUSINESS TERMS OF SERVICE
These SpotOn Transact LLC (“SpotOn”) Google My Business (“GMB”) Terms of Service (“GMB Terms”), outline the terms regarding Client’s use of a SpotOn account for GMB Services.
These GMB Terms are incorporated into, made part of, and governed by the Merchant Terms and Conditions for Services Provided by SpotOn Transact, LLC: (“Merchant Terms”). If there is a conflict between the Merchant Terms and the GMB Terms, the GMB Terms control for the GMB Services.
These GMB Terms are a legally binding contract between Client and SpotOn. If Client does not agree with the GMB Terms, do not use SpotOn for GMB Services.
By using SpotOn for GMB Services, Client agrees to be bound by the GMB Terms.
If Client uses SpotOn for GMB Services on behalf of an entity, Client agrees to the GMB Terms for that entity and represent and warrant to SpotOn that the individual agreeing for Client has the authority to bind that entity to the GMB Terms.
1. CHANGES TO GMB TERMS
SpotOn reserves the right to modify the GMB Terms. SpotOn will post the most current version of the GMB Terms at: www.spoton.com/legal/gmb-terms. Client’s continued use of GMB Services after SpotOn publishes or notifies Client about SpotOn’s changes to the GMB Terms means Client consents to the updated terms.
2. GMB SERVICES
GMB allows Client to promote its Business Profile and website on Google Search and Maps to connect with Client’s customers, post updates to its Business Profile (e.g. address, telephone, website, open hours, photos, special offers, promotions), and see how its customers interact with its business on Google. GMB Services FAQ: https://www.google.com/intl/en_us/ex/13100835/business/faq/?mid=13100835
3. SPOTON ACCOUNT
With a SpotOn account for GMB Services, Client authorizes SpotOn to manage business information on GMB for Client.
Sign up for a SpotOn account for GMB Services on the GMB page in SpotOn Marketing: gmb-web.spoton.com.
Upon selecting the option “Create my account for me”, Client consents to SpotOn managing business information on GMB for Client.
SpotOn will create or claim Client’s GMB location on Client’s behalf. SpotOn’s Gmail account (firstname.lastname@example.org) will be the primary owner of the location. SpotOn will not share passwords with Client. No Client Gmail account will be associated with the location. If Client chooses to be a secondary owner, SpotOn will grant secondary ownership access to Client upon the Client’s request.
4. GMB DATA
SpotOn will use Client’s GMB data: (a) to manage business information on GMB for Client; (b) as authorized by the GMB Terms; and (c) as documented in written instructions provided by Client and acknowledged in writing by SpotOn as constituting instructions for purposes of these GMB Terms, unless required to do otherwise by Applicable Laws; in such a case, SpotOn shall inform Client of the Applicable Laws, unless Applicable Laws prohibit such notice on important grounds of public interest. “Applicable Laws” means applicable national, federal, state, and local laws, rules, guidelines, court or government agency orders, and regulations.
SpotOn will not Sell Client’s GMB data. “Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a data subject’s personal data for monetary or other valuable consideration.
Google uses different sources of data, including user-generated content and other third-party data, to ensure that the most accurate information is published. SpotOn will consult with Client to verify data accuracy, and not take automated actions to discard suggested updates.
Once SpotOn claims or creates a GMB location for Client, Client will have access to a GMB dashboard to see customer reviews on its business. Client may respond to business reviews on Google.
All responses to reviews must follow Google’s Review Content Policies: https://support.google.com/contributionpolicy/answer/7422880.
Client will have access to a GMB dashboard to view insights such as how many people visited its website, viewed its posts, and searched for its business. The insights are pulled from the GMB API: https://developers.google.com/my-business.
7. GMB ACCOUNTS OWNERSHIP
Client owns the GMB accounts, and has the right to determine SpotOn’s access rights (e.g. Co-Owner, Manager, or no access).
Client may terminate SpotOn for GMB Services anytime with written notice. Within seven (7) business days of receiving notice from Client, SpotOn will (a) stop managing Client’s GMB accounts, (b) give Client exclusive control of the GMB accounts, (c) transfer primary ownership of Client’s Business Profile to Client, and (d) relinquish permissions to manage or otherwise change Client’s GMB accounts.
8. SUSPENSION AND TERMINATION OF THE SERVICE
SpotOn may suspend or terminate Client’s use of a SpotOn account for GMB Services, at any time, in its sole discretion, if SpotOn reasonably believes in good faith Client is in violation of the Merchant Terms, GMB Terms, or Applicable Laws.
9. GMB POLICIES
Client and SpotOn agree to comply with all applicable GMB policies: https://support.google.com/business/answer/7667250.
10. MANAGEMENT FEES
Google offers GMB as a free tool.
SpotOn is not currently charging a separate fee to create or manage GMB accounts, and includes GMB Services as part of SpotOn Marketing. In the future, SpotOn may charge a management fee for the valuable services it provides to Client. SpotOn will give Client reasonable advance notice of changes in its management fees, and disclose its fees in Client invoices.
11. DISCLOSURE NOTICE
To learn what businesses can expect when working with SpotOn, read the `"`Working with a third party`"` disclosure notice:https://support.google.com/business/answer/7163406
Use of GMB does not create, suggest, or imply a partnership with, sponsorship by, or endorsement by Google or SpotOn. Client will not make statements regarding Client’s use of GMB that suggests these types of relationships without prior written approval from Google or SpotOn.
13. INTERFERING WITH GOOGLE ACTIVITIES
Google may monitor and audit GMB activity to ensure compliance with all applicable Google policies and terms. Client agrees not to interfere with such monitoring or auditing and should not conceal from Google its GMB activity. Any interference will be considered a violation of Google policies.
14. DISCLAIMER OF WARRANTIES
SpotOn makes no warranties or representations as to the accuracy, completeness, reliability, usefulness, non-infringement, quality, originality, or truth of Client’s business information on GMB or GMB Services, regardless of whether SpotOn reviewed, monitored, or moderated such information or GMB Services. SpotOn has no obligation to review, monitor, or moderate Client’s business information or GMB Services.
SPOTON MAKES NO (AND SPOTON SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS: (A) ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (B) OF: (I) SATISFACTORY QUALITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) NON-INFRINGEMENT; OR (IV) INTEROPERABILITY WITH THIRD-PARTY PRODUCTS OR SERVICES; AND (C) THAT SPOTON FOR GMB SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARM. SOME JURISDICTIONS DO NOT ALLOW THE ABOVE EXCLUSIONS. THE ABOVE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.
IF CLIENT IS DISSATISFIED WITH SPOTON FOR GMB SERVICES OR THE GMB TERMS, CLIENT’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF SPOTON FOR GMB SERVICES.
This Section 14 (DISCLAIMER OF WARRANTIES) survives expiration or termination of the GMB Terms.
T15. LIMITATION OF LIABILITY
Client’s sole and exclusive remedy hereunder shall be to discontinue use of SpotOn for GMB Services. THE LIMITATIONS AND EXCLUSIONS APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE CLIENT FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SPOTON BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, LOSS OF PROFITS OR REVENUE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OR USE OF DATA) HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHER LIABILITY THEORY, EVEN IF SPOTON HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE ABOVE EXCLUSIONS. THE ABOVE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.
This Section 15 (LIMITATION OF LIABILITY) survives expiration or termination of the GMB Terms.
Client will defend, indemnify, and hold harmless SpotOn, its Affiliates, and their officers, employees, independent contractors (“Representatives”), directors, successors, and assigns (“SpotOn Indemnified Parties”), against any third party claim, demand, lawsuit, dispute, or proceeding (“Claim”): (a) that Client’s, Client Affiliates’, Client Representatives’ use of SpotOn for GMB Services in breach of these GMB Terms, infringes or misappropriates a trademark, copyright, trade secret, or patent (to the extent such infringement or misappropriation is not the result of SpotOn’s actions); (b) relating to Client’s, Client Affiliates’, Client Representatives’ use of SpotOn for GMB Services in violation of the GMB Terms; (c) relating to Client’s business information; or (d) relating to the acts and omissions of Client Affiliates’ or Client Representatives’ use of SpotOn for GMB Services. Client will, with respect to any Claim against SpotOn Indemnified Parties that is subject to this Section 16 (Indemnification), indemnify SpotOn Indemnified Parties for damages, attorney fees, expert witness fees, and litigation costs finally awarded against SpotOn Indemnified Parties to such third party by a court of competent jurisdiction or agreed in settlement.
This Section 16 (Indemnification) survives expiration or termination of the GMB Terms.
If we cannot resolve any complaint or dispute by negotiation,These GMB Terms: (a) constitute the entire agreement between the parties and supersedes all prior agreements or communications between the parties with regard to the subject matter; (b) may not be amended or modified except by a writing signed by each party; and (c) supersedes and controls over conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, or other document Client issues.