THESE WEBSITE TERMS AND CONDITIONS OF SUPPLY (“TERMS”) ARE MADE BETWEEN Gary Downey LLC A NEW JERSEY LLC OF 64 CUTLASS ROAD, KINNELON, NJ 07405(“WE”, “US” or “Gary Downey LLC”) AND YOU IN RESPECT OF THE SALE AND PURCHASE OF CERTAIN SERVICES AND ACCESS TO WWW.GARYDOWNEY.COM (“WEBSITE”). PLEASE READ THESE TERMS CAREFULLY BEFORE ORDERING ANY OF THE SERVICES. YOU UNDERSTAND THAT BY CLICKING ON “I ACCEPT” AND BY ORDERING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT BE ABLE TO PLACE YOUR ORDER FOR THE SERVICES. YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE. SECTION A: GENERAL CONDITIONS APPLY TO ALL USERS OF THE WEBSITE AND SERVICES. IF YOU ARE AN AGENCY BUSINESS USER, THE PROVISIONS UNDER SECTION B: AGENCY BUSINESS USER SHALL APPLY TO YOU ACCORDINGLY IN ADDITION TO THE TERMS UNDER SECTION A.
Section A: General conditions
“Account” shall have the meaning set out in clause 3.3;
“Agency Business User” means if you are a business, including but not limited to, an SEO agency, web-designers and marketing agencies who purchase and provides the Services to another third party;
“Gary Downey LLC Blog” means the Gary Downey LLC blog on the Website;
“Beta Services” means where services are labeled “Beta”, “Evaluation” or “Trial” for evaluation by Users on the Website;
“Charges” means the non-refundable charges for each relevant package of Services which are set out on the Website;
“Client” means a third party person who is not a User which the Agency Business User has a Standard Terms of Engagement for the Services (a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) ;
“Confirmation Email” shall have the meaning set out in clause 3.3;
“Contract” means the contract between Gary Downey LLC and a Registered User in accordance with the provisions of these Terms;
“Local Business Registered User” means a Registered User, who is not an Agency Business, using the Services;
“Login Details” means the unique username and password registered by the Registered User at point of registration or access to the tools;
“Non-registered User” means a User who is not registered with Gary Downey LLC and who does not have an Account, for the avoidance of doubt, shall only have access to the Website, and not the Services;
“Purchase Confirmation Email” shall have the meaning set out in clause 3.4;
“Registered User” means a Local Business Registered User or an Agency Business User who has an Account with Gary Downey LLC and who has purchased or used a Service;
“Service” means the online marketing services provided by Gary Downey LLC, for the avoidance of doubt, shall only be available to a Registered User;
“Standard Terms” means any agreement or terms and conditions between an Agency Business User and a Client for the Agency Business User to purchase Services on behalf of a Client;
“Subscription Charge” means the Charges for a Subscription Service;
“Subscription Service” means the Report Modules, Marketing Modules, Email Platform, WiFi Marketing, Mobile Coupons and Website Hosting Services;
“User” means collectively, a Non-registered User, a Registered User and an Agency Business;
“User Submission” means any image, files, comments, website links (third party or otherwise), information or other material in all format submitted by a User on the Gary Downey LLC Blog;
2.1 The Website is owned and managed by Gary Downey LLC LLC, a company registered in USA – State of New Jersey address 64 Cutlass Road, Kinnelon, NJ 07405.
2.2 By using the Website as a User, you warrant that:
2.2.1 you are legally capable of entering into binding contracts; and
2.2.2 you are at least 18 years old.
2.3 If you do not register as a Registered User you will not be able to purchase the Services and will only have access to the Website as a Non-registered User.
3.1 You may use the Services as a Registered User if you register your details with Gary Downey LLC following the instructions set out on the Website and by creating an Account.
3.2 You are only allowed to have 1 Account on the Service and may only benefit from the 14 day free trial offered 1 time. You are not allowed to create multiple Registered User profiles for the same individual or business.
3.3 You consent to verification and security procedures being conducted in respect of such information and warrant that you shall promptly notify Gary Downey LLC in the event of any changes to such information provided.
3.4 Having processed the information you have provided and/or the payment of the Charges for the relevant Service, an Account is automatically created (“Account”). You will receive an email from us acknowledging that we have received your submission for an Account (“Confirmation Email”). The Confirmation Email shall also include instructions on how you may access your Account with us.
3.5 Your payment of the Charges constitutes an offer. All orders are subject to acceptance by us and we shall confirm such acceptance to you by sending you an email acknowledging that we have received your order to purchase a Service, which will contain certain information including payment and confirmation of access to the Service (“Purchase Confirmation Email”). Your contract with us for the purchase of a Service shall be formed by sending you the Purchase Confirmation Email.
3.6 If you subscribe for a Subscription Service, your Subscription Service shall automatically renew on the same date of each month. In order to automatically renew your Subscription Service, Gary Downey LLC shall automatically charge you for the relevant Charges by using the payment details which you used to pay for your first Subscription Charges. If your debit or credit card or PayPal details have changed since your last use on the Website, Gary Downey LLC may not be able to automatically renew your Subscription Service. If you wish to terminate your Subscription Service, you shall be required to comply with clause 6.4. Subject to clause 6.5, all Charges shall be non-refundable for any reason whatsoever.
3.7 You shall provide to Gary Downey LLC all correct, accurate and complete information necessary for Gary Downey LLC to provide you with the Services. You shall inform Gary Downey LLC immediately in the event that any information that you have provided to Gary Downey LLC is incomplete, has changed, or is inaccurate.
3.8 Each contract between you and us relates only to the Services which have been confirmed in the Confirmation Email. We shall not be obliged to supply you with any other Services which have not been set out in the Confirmation Email.
3.9 As a Registered User you shall keep your registration details for the Services confidential and secure. Without prejudice to the other rights and remedies of Gary Downey LLC, Gary Downey LLC reserves the right to promptly disable your Registered User Login Details and suspend your access to and use of the Services and/or the Website as a Registered User in the event Gary Downey LLC has any reason to believe that you have breached any of the provisions set out herein.
4.1 As a User, you are solely responsible and liable for all activities on the Website and the purchase of the Services made using your Account.
4.2 You shall promptly notify Gary Downey LLC in the event of a breach of security or any unauthorized use of your Account.
4.3 If you are using the Website as a User, you shall not submit to appear on the Gary Downey LLC Blog any User Submission that may reasonably be deemed to be offensive, illegal, inappropriate or in any way:
4.3.1 promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
4.3.2 harass or advocate harassment of another person;
4.3.3 display pornographic or sexually explicit material;
4.3.4 promote any conduct that is abusive, threatening, obscene, defamatory or libelous;
4.3.5 promote any illegal activities;
4.3.6 provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
4.3.7 promote or contain information that you know or believe to be inaccurate, false or misleading;
4.3.8 engage in the promotion of contests, sweepstakes, and pyramid schemes, without the prior written consent of Gary Downey LLC; or
4.3.9 infringe any intellectual property rights or any other proprietary rights of any third party.
4.4 If you think that the User Submissions available on the Website are objectionable, you are advised to contact Gary Downey LLC using the contact details set out on the Website. Gary Downey LLC shall use its reasonable endeavors to review the relevant User Submission as soon as is practicable and shall take such action as it deems necessary if any.
4.5 You further agree that at all times whether you are a Registered User or a User, you shall:
4.5.1 not use your Login Details and/or Account with the intent of impersonating another person;
4.5.2 not allow any other person to use your Login Details and/or Account;
4.5.3 not use the information presented on the Website and/or through your use of the Services for any purposes other than those expressly set out in these Terms;
4.5.4 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Services and the Website or in respect of the network;
4.5.5 not use the Website and/or the Services, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
4.5.6 not use the Website and/or the Services to commit a criminal act or to cause nuisance or annoyance or inconvenience to or to harass others;
4.5.7 not use any information obtained using the Services and/or the Website otherwise than in accordance with these Terms;
4.5.8 comply with all instructions and policies from Gary Downey LLC from time to time in respect of the Website and your use of the Services;
4.5.9 co-operate with any reasonable security or other checks or requests for information made by Gary Downey LLC from time to time. If Gary Downey LLC receives limited or no response to its request, it reserves the right, upon reasonable notice to suspend and/or terminate your access to the Services; and
4.5.10 use the information made available to you using the Services and on the Website at your own risk.
4.6 Gary Downey LLC reserves the right at its sole and absolute discretion and for any reason to refuse access to the Website and use of the Services, to you and in the case of illegal use, to instigate legal proceedings as appropriate. In the event that Gary Downey LLC does refuse and/or is unable to provide you with the Services, Gary Downey LLC shall contact you using the email address registered to your Account.
5.1 Unless otherwise expressly set out to the contrary or in cases of obvious error, the Charges for all Service shall be as set out on the Website and shall be correct at the time of you placing the order.
5.2 We shall use our reasonable endeavors to ensure that the Charges for the Services are accurate and correct at all times. Where there is a discrepancy between the actual Charge and the Charge advertised, we shall inform you of the actual Charge of the Service. If the Charge discrepancy arises after you have placed your order for the Service with us, you shall have the option of proceeding with our order in consideration for the actual Charge or to cancel your order with us.
5.3 All Charges quoted on the Website shall be inclusive of VAT. An itemized receipt of your purchase shall be available once payment of the Charge has been made.
6.1 Your Contract as a User will remain in full force and effect while you are a User of the Website.
6.2 Gary Downey LLC may terminate its Contract with the User by posting a message on the Website and/or emailing the Registered User not less than thirty (30) days prior to the date of termination. You may cease to be a User at any time, for any reason, effective upon receipt by Gary Downey LLC of your written or email notice of termination, sent to the postal or e-mail address detailed in clause 12.1.
6.3 Notwithstanding the foregoing, Gary Downey LLC may suspend or terminate your access and use of the Services as a User with immediate effect in the event that:
6.3.1 third party services and network providers cease to make the third party service or network available to Gary Downey LLC;
6.3.2 Gary Downey LLC believes that you or someone using your Login Details and/or Account has failed to comply with one or more of these Terms;
6.3.3 Gary Downey LLC believes that there has been fraudulent use, misuse or abuse of the Website and/or the Services (in whole or in part); or
6.3.4 Gary Downey LLC believes that you have provided it with any false, inaccurate or misleading information;
6.3.5 Gary Downey LLC believes your use of the Services is harmful to Gary Downey LLC or any/all Agency Business Users or Gary Downey LLC’s commercial revenue, and your continued use of the Service may result in loss of revenue for Gary Downey LLC. Gary Downey LLC may terminate its Contract with the User giving notice not less than fourteen (14) days prior to the date of termination;
6.3.6 Gary Downey LLC identifies that you have multiple Accounts on the Service.
6.4 Notwithstanding the foregoing, if you subscribe to a Subscription Service, your Subscription Service shall automatically renew monthly in accordance with clause 3.4, unless terminated by you at any time and for any reason via this page within your Gary Downey LLC Admin Console (login required) or by emailing us at contact@RestaurantVantage.com. If your chosen payment method is PayPal you are also required to terminate the automated payment within the PayPal payment system to ensure no future payments are taken.
6.5 If you subscribe to a Subscription Service then you may cancel such Subscription Service at any time. Termination will take effect from the end of the current Subscription Service Period. Subscription Fees will not be refunded for early cancellation or any other reason.
7.1 You hereby warrant that (a) you are at least 18 years old; (b) you have the right and capacity to enter into and be bound by these Terms; and (c) you shall comply with all applicable laws regarding the use of the Services and/or the Website either as a User.
7.2 You further warrant that the information provided to Gary Downey LLC by you to purchase the Services, are at all times true, accurate and correct and that you shall promptly inform Gary Downey LLC in the event of any changes to such information.
7.3 You acknowledge and agree that Gary Downey LLC only provides you with the facility to purchase the Services as a Registered User. Consequently, you understand that Gary Downey LLC is not a participant in any way, in any communication or dealings, between you and the other Users. You are also advised to take all reasonable care if you choose to meet with or enter into any contractual relationship with other Users, if any.
7.4 Gary Downey LLC does not warrant or guarantee the accuracy, correctness, reliability, suitability in respect of the User Submission, the Website and any use of the Services. Gary Downey LLC suggests that you do not rely on such User Submissions or any information in any format made available to you on the Website to assist in making or refraining from making a decision or to assist in deciding on a course or a specific cause of action. If you do intend to use and/or rely on any and all information made available to you on the Website or through your use of the Services either as a User, you shall do so at your own risk and liability.
7.5 Additionally, you agree and understand that where Gary Downey LLC includes comments, views, opinions, advice, and recommendations in the Gary Downey LLC Blog, these comments, views opinions, advice, and recommendations are not endorsed by Gary Downey LLC and to the maximum extent permitted by law, Gary Downey LLC shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness, suitability or otherwise of such views, opinions, advice, and recommendations.
7.6 Links to third-party websites may appear on the Website from time to time. Such third party websites are not the responsibility of Gary Downey LLC and Gary Downey LLC accepts no liability for the availability, suitability, reliability or content of such third-party websites and third-party software.
7.7 You acknowledge and agree that Gary Downey LLC relies on third party providers to make the Services and the Website available to you. Consequently, Gary Downey LLC does not warrant that the Service and the Website shall be uninterrupted or fault-free at all times. For the avoidance of doubt, Gary Downey LLC accepts no liability and shall not be liable for any delay or failure to provide the Services and/or make the Website available for reasons that is due to third parties including without limitation, third party social network websites, online search engines, online business directory websites, internet service providers, data centers, server hosting companies and telecommunication providers. Subject to clause 7.10, Gary Downey LLC shall not be liable for any indirect, special or consequential losses, expectations of a specific nature or anticipated outcome, anticipated savings, loss of profit, loss of opportunity, loss of data, loss of contract, loss of goodwill and reputation, loss of management time or any other loss however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in connection with your use and/or reliance of the Service, the Website and the contents therein.
7.9 Unless otherwise expressly set out herein, the Service is provided to you “AS IS” and we do not give any warranties of any kind including without limitation, warranties of merchantability, suitability, reliability, accuracy, correctness, timeliness, availability, completeness, the fitness for a particular purpose and any warranties arising by statute or otherwise in law or from a course of dealing, course of performance or use of trade, all of which are hereby excluded and disclaimed to the fullest extent permitted by law.
7.10 Nothing in these Terms shall be deemed to exclude, restrict or limit the liability of either party (or their respective agents or sub-contractors) for death or personal injury resulting from their negligence or any liability for fraudulent misrepresentation.
7.11 Subject to clause 7.9, Gary Downey LLC shall not be liable for
7.11.1 any expectations of a specific nature or anticipated outcome, anticipated savings, loss of profit, loss of data, loss of contract, emotional loss, loss of goodwill and reputation, loss of management time; and
7.11.2 any indirect or consequential losses; and
any other loss however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable arising out of or in connection with your use of the Service, the Website and the contents therein either as a User.
7.12 Unless otherwise expressly set out to the contrary in these Terms, Gary Downey LLC’s liability to you in connection with your use of the Service shall be strictly limited to the Charges paid by you for the preceding twelve (12) months prior to the claim arising or £100, whichever is higher.
7.13 In the event you have a dispute with one or more of the other Users, you hereby release Gary Downey LLC from any claims, demands, and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such disputes.
8.1 Gary Downey LLC and its licensors own all rights in the intellectual property rights relating to the Website.
8.2 Where you are a User, you warrant and represent that you own or are licensed to use any and all the Intellectual Property Rights in any User Submissions.
8.3 Save for the provisions set out in 8.4 and 8.5 you are expressly prohibited from:
8.3.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Website including without limitation, any images, articles, and write-ups made available on the Website; and
8.3.2 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by Gary Downey LLC and/or its licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of Gary Downey LLC or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to Gary Downey LLC.
8.4 If you are a Registered User, Gary Downey LLC hereby grants you a license to use the Website strictly for the purpose of purchasing the Service. This license is granted to you only and may not be sub-licensed to another User. Gary Downey LLC has the right to terminate your right to use the Website and Services either (a) upon termination of your contract as with Gary Downey LLC; or (b) upon notice by Gary Downey LLC to you.
8.5 If you are a Registered User, Gary Downey LLC hereby grants you a perpetual royalty-free non-exclusive license to use, reproduce, translate, transmit, distribute any information or material supplied or communicated in the Gary Downey LLC Blog. You may reproduce it in any format or medium, provided that you do so accurately, acknowledging both the source and Gary Downey LLC’s copyright, and do not use it in a misleading context. You must provide an active, clickable, ‘do follow’ hyperlink back to Gary Downey LLC.com.
11.1 Notwithstanding any of the other terms of these Terms, where Services is labeled Beta Services, Gary Downey LLC grants the User a temporary right, for the Beta Services solely for evaluation purposes.
11.2 The User acknowledges that the Beta Services may not be free of errors or bugs and you agree that the existence of any errors shall not constitute a breach of these Terms.
11.3 The Beta Services licensed hereunder is believed to contain defects and the primary purpose of this beta testing license is to obtain feedback on the Beta Services performance and the identification of defects. The User is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the software and/or accompanying materials.
11.4 Gary Downey LLC shall bear no liability in respect of the provision of such Beta Services or its use by the User for any damage, loss or cause of action (whether in contract, tort (including negligence) or otherwise) whether direct or indirect.
12.1 If Gary Downey LLC fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from complying with such obligations.
12.2 A waiver by Gary Downey LLC of any default shall not constitute a waiver of any subsequent default.
12.3 No waiver by Gary Downey LLC of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
12.4 All notification and communication to Gary Downey LLC should be sent to the contact details made available to you on the Website.
12.5 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining Terms, conditions, and provisions which shall continue to be valid to the fullest extent permitted by law.
12.6 These Terms represent the entire agreement between you and Gary Downey LLC in respect of your use of the Website and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.7 You acknowledge that in entering into these Terms and checking the Accept Button, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us except as expressly set out in these Terms.
12.8 Gary Downey LLC reserves the right to modify these Terms at any time. Any changes Gary Downey LLC may make to this document in the future will be notified and made available to you using the Website.
12.9 These Terms shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction. If you live outside England and Wales, English law shall apply only to the extent that it does not deprive you of any legal protection accorded under the law of the place where you are habitually resident. The English courts will have exclusive jurisdiction over any claim arising from or related to, these Terms or a visit to our site although, we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.1 If you have any questions or queries about these Terms please contact Gary Downey LLC by email to [info@Gary Downey LLC.com] or mail to [Contract Enquires, 64 Cutlass Road, Kinnelon, NJ 07405].
13.2 If you wish to make a complaint about the Website or to report abuse of the Website please contact Gary Downey LLC by email to [info@Gary Downey LLC.com] or mail to [64 Cutlass Road, Kinnelon, NJ 07405].
IF YOU ARE AN AGENCY BUSINESS USER USING THE WEBSITE AND/OR SERVICES, THE PROVISIONS UNDER SECTIONS B SHALL APPLY ACCORDINGLY.
Section B: Agency business user
B1 Agency business obligations
B1.1 The contractual relationship for the provision of the Services shall be between the Agency Business User and a Client. Consequently, the Agency Business User shall have Standard Terms with a Client before purchasing the Services. You hereby represent and undertake that you shall (i) comply with all applicable local and foreign laws and regulations which may govern any use of the Website and Services, and (ii) use the Website and Services only for lawful purposes and in accordance with the Terms.
B1.2 The Agency Business User acknowledges and agrees that the provision of the Services shall be governed by the Standard Terms of Engagement between the Agency Business User and their business clients, and Gary Downey LLC shall have no involvement and therefore no liability in respect of the Agency Business User’s use of the Services on behalf of their business client.
B1.3 The Agency Business User shall be solely responsible for contacting the Client in the event of any issues arising out of his or her ability or inability to provide the Service, including but not limited to, any delays in the performance of its obligations and difficulty with accessing the Service.
B1.4 The relationship between Gary Downey LLC and the Agency Business User shall be that of an independent contractor. Nothing in these Terms shall render the Agency Business User an employee, partner or joint-venturer of Gary Downey LLC. The Agency Business User shall not assume, create or incur any liability or obligation on behalf of Gary Downey LLC except as expressly set out in these Terms. The Agency Business User shall not at any time or for any reason hold itself out as being an officer and/or employee of Gary Downey LLC.
B1.5 The Agency Business User hereby acknowledges and agrees that a breach of clause B1.1 shall be deemed a material breach capable of termination in accordance with clause 6.
B1.6 These Terms represent the entire agreement between you and Gary Downey LLC in respect of your use of the Website and Services and, for the avoidance of doubt, your agreement with the Client for the provision of Services shall not be covered by this agreement.
B2 Additional warranties and liabilities
B2.1 Gary Downey LLC shall not be liable for your communication, dealing, transaction and/or relationship with the Client and any other third parties in your use of the Services including but not limited to any fees owed by the Client in respect of the Services.
B2.2 In the event of a dispute between you and the Client, you agree to deal with such dispute independently of and without any demands from Gary Downey LLC, and you fully and completely release Gary Downey LLC from all claims, liability, and damages arising from or in any way connected to such claim or action.
B2.3 Gary Downey LLC does not promise, warrant or guarantee any specific results from your use of the Services. Gary Downey LLC also does not guarantee (a) the availability of the Service at all times; or (b) that the Service shall be fault free or uninterrupted at all times.
B2.4 The Agency Business User hereby releases Gary Downey LLC from any and all liabilities arising from any dispute between the Agency Business User and the Client in connection with the provision of the Services.
B2.5 The Agency Business User shall indemnify Gary Downey LLC immediately on demand and without limit against all direct losses, liabilities, costs, and expenses (including but not limited to legal costs) arising from or incurred by reason of any breach of these Terms by the Agency Business User.