Terms and Conditions
**Terms and Conditions for Reputation Builderz Website**
Last Updated: 1-21-2024
Welcome to Reputation Builderz. By accessing and using our website, you agree to comply with and be bound by the following terms and conditions. Please review these terms carefully.
**1. Acceptance of Terms:**
– The services that Reputation Builderz provides to you are subject to the following Terms and Conditions (T&C).
– We reserve the right to update the T&C at any time without notice to you.
**2. User Guidelines:**
– Users must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website.
– Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.
**3. Intellectual Property:**
– This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance, and graphics.
– Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
**4. Dispute Resolution:**
– In the event of any dispute arising in relation to these terms and conditions, the parties agree to submit to the exclusive jurisdiction of the courts of [Your Country/State].
**5. Compliance with Platform Requirements:**
– If you are using this website on behalf of a third-party or a business entity, you affirm that you have the authority to act on their behalf and bind them to these terms.
**6. E-commerce Regulations:**
– For websites involved in e-commerce, users are required to understand and agree to the terms and conditions related to the sale of goods or services on our website.
**7. Limitation of Liability:**
– The content of the pages of this website is for your general information and use only. It is subject to change without notice.
– Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness, or suitability of the information and materials found or offered on this website for any particular purpose.
**8. Privacy:**
Your use of this website is subject to our [Privacy Policy]. Please review our Privacy Policy, which also governs the website and informs users of our data collection practices.
Your use of ReputationBuilderz.com constitutes your agreement to all such terms, conditions, and notices.
*****Terms and conditions and use of Reputation Builderz Software*****
### Terms and Conditions
**Effective starting April 1, 2024**
These Terms and Conditions (“Terms”) are entered into by and between Reputation Builderz, Inc. or its Affiliate identified in the Order Form or Statement of Work (“Reputation Builderz”), with its principal place of business at [insert address], and the entity agreeing to these Terms or any Order Form or Statement of Work (“Client”). The parties agree as follows:
#### QUICK LINKS
– TERMS & CONDITIONS
– PRIVACY POLICY
– GENERATIVE AI POLICY
– ACCEPTABLE USE POLICY
### 1. TERMS & CONDITIONS
#### 1.1 Provision of Services
Reputation Builderz will provide its subscription service through the Reputation Builderz Customer Experience & Reputation Management platform (the “Subscription Service”), and any professional services related to the implementation of the Subscription Service (the “Professional Services”; collectively, the “Services”) in accordance with these Terms and any customer agreement, reseller agreement, order form for the Subscription Service (“Order Form”), or statement of work for the delivery of Professional Services (“Statement of Work”). Client understands and agrees that onboarding and implementation of the Services may take up to 2 hours over a 4-week period. Client’s reasonable and timely participation in the onboarding process is crucial for delivering the Services. Delays caused by the Client will not affect the duration of any agreement or provide a basis for non-payment or termination.
#### 1.2 Third-Party Sites
If the Client requests or causes the Subscription Service to be integrated with, or make use of data from, other websites or services (e.g., Google, Facebook, Twitter) (“Third Party Sites”), Client agrees that Reputation Builderz does not control the terms of use, privacy policies, operation, intellectual property rights, performance, service levels, or content of any Third Party Sites; and Reputation Builderz disclaims all responsibility and liability for any use of Third Party Sites. The Services incorporate or make use of certain third-party software (“Third Party Software”), licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable license for such Third Party Software. Such Third Party Software includes, but is not limited to, Google (https://policies.google.com/terms), Facebook (https://www.facebook.com/legal/terms), Twitter (https://www.twitter.com/tos), YouTube (https://www.youtube.com/t/terms), Twilio (https://www.twilio.com/legal/tos), and LinkedIn (https://www.linkedin.com/legal/user-agreement).
**Using Third Parties for Reviews**: Client understands that to enable its customers or end-users to leave a review about its products or services on Google, Facebook, Twitter, and similar third-party sites, an active, registered account on the relevant third-party platform may be required.
#### 1.3 Subscription Service Content
During Client’s use of the Subscription Service, Client may receive data generated by the Subscription Service. Client may display such generated data on Client’s website but may not modify or use it for other purposes, including analytics, without Reputation Builderz’s prior express written approval. For clarity, data generated by the Subscription Service may include data and content owned or licensed by a third party, and Client’s use of such third-party data and content is further limited by such third party’s applicable license terms and website terms of use. Reputation Builderz disclaims responsibility and liability for Client’s use of any such third-party data and content under these Terms.
#### 1.4 Obligations with Respect to Third Party Sites
When using the Services, Client agrees to adhere to the Terms of Service of all major review sites, including but not limited to Google, Facebook, and Yelp.
**Review Gating**: Client’s use of the Reputation Builderz platform cannot implement any form of review gating, which involves sending customers a message asking if their experience was positive or negative and directing positive experiences to leave an online review while negative experiences are directed to leave private comments. All recipients must have the same options to provide feedback, regardless of sentiment.
**Sites Prohibiting Solicitation of Reviews**: Client’s use of the Reputation Builderz platform will comply with sites such as Yelp that prohibit review solicitation.
**Failure to Comply with 3rd Party Review Site Policies**: If Client attempts to circumvent the Terms of Service of third-party review sites, Reputation Builderz will notify Client and allow 30 days to take corrective action. Failure to comply within this period will result in account suspension.
#### 1.5 TCPA and 10DLC Compliance
**a. TCPA**: To the extent required by law, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). Client will be solely responsible for complying with messaging consent obligations under the TCPA and TSR while using the Reputation Builderz Services. Client must obtain explicit consent from all third parties (including Client’s customers) to send and receive SMS and/or emails using the Reputation Builderz Services.
**b. 10DLC**: Client is responsible for complying with A2P 10DLC, including registration and obtaining customer opt-in for SMS-related Services. Reputation Builderz reserves the right to pass carrier 10DLC fees to the Client. Client authorizes Reputation Builderz to act as its legal representative in the 10DLC registration process if necessary.
**Each party is liable for, and shall indemnify, defend, and hold harmless the other party from and against any damages, liabilities, judgments, fees, fines, costs, and expenses (including reasonable attorneys’ fees) incurred from any claims resulting from Client’s breach of this Section 1.5.**
#### 1.6 Account Protection
Client must immediately deactivate any compromised accounts or change the account’s login credentials. Additionally, Client shall promptly deactivate or change login credentials for any individual (e.g., former employee) no longer authorized to access the Subscription Service.
#### 1.7 Fair Use
Reputation Builderz aims to keep the Services available and running optimally, requiring each customer to use the Services fairly and reasonably. The Services include access to resources like bandwidth, API requests, and storage, which are not unlimited. Fair use is defined as processing 3 times the average number of requests or transactions per location for other Reputation Builderz customers in similar industries. If Client’s use violates the Fair Use Policy, Reputation Builderz may take unilateral action, including limiting access to the Services or the number of processed requests. Reputation Builderz may also invoice Client for use violating the Fair Use Policy.
#### 1.8 Client’s Restrictions on Use of Services
Client agrees not to:
– Access, post, submit, or transmit any material that infringes on third party rights or violates laws.
– Use or frame Reputation Builderz’s name, trademarks, or proprietary information without consent.
– Access or tamper with non-public areas of the Services.
– Probe or test the vulnerability of any system or network.
– Send unsolicited promotional materials or spam.
– Use the Services to post defamatory or illegal content.
– Collect or store personal information from other users without permission.
– Impersonate or misrepresent affiliation with any person or entity.
– Violate applicable laws or regulations.
– Develop or build products similar to the Services during the term of the Agreement and 12 months thereafter.
– Enable any other individual to do any of the foregoing.
Reputation Builderz reserves the right to investigate and prosecute violations to the fullest extent of the law.
### 2. FEES AND PAYMENT
#### 2.1 Fees
Client shall pay Reputation Builderz the undisputed fees as set forth in each Order Form or Statement of Work. Payments are due net thirty (30) days from Client’s receipt of Reputation Builderz’s invoice unless otherwise agreed. Fees are exclusive of applicable taxes. Client shall pay or reimburse Reputation Builderz for all legally payable taxes, except income taxes levied on Reputation Builderz’s net income. Client will notify Reputation Builderz of any invoice dispute within thirty (30) days of receipt, and the parties will engage in good faith to resolve the dispute.
#### 2.2 Late Payments
Failure to pay undisputed fees constitutes a material breach. If payment is not made within thirty (30) days, Reputation Builderz may charge a late fee of 1.5% per month or the maximum lawful rate, and/or suspend Client’s access to the Subscription Service and Professional Services. Suspension or resumption of Services does not limit Reputation Builderz from pursuing other remedies.
#### 2.3 Auto Renew
Agreements for Services will auto-renew for the same period as the initial term unless written notice of non-renewal is provided at least 90 days prior to renewal.
### 3. PROPRIETARY RIGHTS
#### 3.1 Ownership; License; Retained Rights
Reputation Builderz owns all rights to the Subscription Service, including all modifications and enhancements. Reputation Builderz grants Client a limited, revocable, non-exclusive license to use the Subscription Service for the term of the applicable Order Form or Statement of Work. All rights not expressly granted to Client are reserved by Reputation Builderz.
#### 3.2 Restrictions
Unless permitted in writing by Reputation Builderz, Client may not:
– Copy, modify, or reverse engineer the Subscription Service.
– Use the Subscription Service to create a competitive product.
– Resell or use the Subscription Service in a service bureau.
#### 3.3 Data Collection, Ownership, and Use
**3.3.1 Client Data**: Client grants Reputation Builderz a license to use and disclose Client Data as necessary to provide the Services. Client owns all Client Data. Reputation Builderz will never market or sell Client Data to third parties.
**3.3.2 Reputation Builderz Data**: Reputation Builderz owns all data generated by its technologies. Client has a limited license to use such data.
**3
.3.3 Third Party Data**: Client’s use of third-party data is subject to third-party license terms. Reputation Builderz disclaims liability for Client’s use of third-party data.
#### 3.4 Privacy Policy; Personal Data; Security
Reputation Builderz’s Privacy Policy governs the collection, use, and storage of Personal Data. Reputation Builderz will maintain a security program designed to protect Client Data. Both parties will assist each other in mitigating any damage arising from security breaches.
#### 3.5 Confidential Information
Each party agrees to preserve the confidential nature of the other party’s Confidential Information. Confidential Information does not include information that becomes public without breach, is independently developed, or is obtained without restriction from a third party.
### 4. WARRANTY; LIMITATIONS OF LIABILITY; INDEMNITY
#### 4.1 Reputation Builderz Warranty
Reputation Builderz represents and warrants that it has the right to provide the Services and that the Services will perform materially in accordance with the Agreement. Reputation Builderz shall use industry-standard virus protection and comply with applicable laws.
#### 4.2 Client’s Warranty
Client represents and warrants that it has the necessary consents to receive the Services and that its use of the Services complies with applicable laws.
#### 4.3 Warranty Disclaimer
EXCEPT AS SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICES.
#### 4.4 Limitations of Liability
NEITHER PARTY IS LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE TOTAL LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
#### 4.5 Client’s Indemnity
Client shall indemnify and hold Reputation Builderz harmless against claims arising from Client’s website or applications.
#### 4.6 Reputation Builderz Indemnity
Reputation Builderz shall indemnify and hold Client harmless against claims that the Services infringe intellectual property rights, except for claims arising from Client’s unauthorized modifications or use of the Services.
#### 4.7 Indemnification Conditions
Indemnification is conditioned upon prompt notice, sole control of the defense, and reasonable cooperation.
### 5. TERM AND TERMINATION
#### 5.1 Term
These Terms remain effective as long as any Order Form referring to these Terms remains in effect. Payment obligations are non-cancelable, and all payments are non-refundable.
#### 5.2 Termination for Breach
Either party may terminate these Terms or an Order Form for material breach if the breach is not cured within thirty (30) days of written notice. Upon termination, Client will pay for Services rendered through the termination date. Reputation Builderz shall refund a pro-rata portion of fees paid for unrendered services in case of termination due to Reputation Builderz’s breach.
### 6. REPUTATION BUILDERZ PAYMENTS**Stripe Terms of Service**: Client agrees to be bound by Stripe Terms of Service (https://stripe.com/ssa). Reputation Builderz shall not be liable for PCI DSS compliance as all transactions are processed through a third-party payment processor.
**No Refunds of Payment Fees**: Reputation Builderz will not refund Payment Fees upon a refund or chargeback. Client is liable for Payment Fees and any shortfalls.
**Right to Cancel or Adjust Pricing**: Reputation Builderz reserves the right to terminate or modify the Payment Fees based on the risk posed by Client’s use of the Payments service.
**Hardware/Terminals**: Client must maintain provided terminals and return them upon termination.
**Disputes**: Client is responsible for providing evidence of disputed transactions. Reputation Builderz is not liable for lost disputes.
### 7. MISCELLANEOUS
####7.1 Independent Contractors
The parties are independent contractors and not partners, joint ventures, or agents of one another.
#### 7.2 Subcontractors
Reputation Builderz may subcontract Professional Services, remaining responsible for any acts or omissions of its subcontractors.
####7.3 Export
Client may not export software included within the Subscription Service without Reputation Builderz’s written consent and any required governmental license.
#### 7.4 Force Majeure
Neither party will be liable for failing to perform obligations caused by supervening conditions beyond their control.
#### 7.5 Assignment
Either party may assign these Terms in connection with a merger or sale of assets. Other assignments require written consent.
####7.6 Travel & Expense Reimbursement
Order Forms or Statements of Work will set forth necessary travel expenses for Professional Services.
#### 7.7 Notice and Delivery
Notices will be given in writing to the addresses set forth in the Order Form or Statement of Work.
####7.8 Compliance with Laws and Regulations
Each party will comply with all applicable laws and regulations.
#### 7.9 Governing Law and Jurisdiction
These Terms shall be governed by the laws of the state of the Client’s principal place of business, with disputes subject to the exclusive jurisdiction of the courts in that state.
#### 7.10 Entire Understanding; Order of Precedence
These Terms represent the entire understanding regarding the Services and supersede any prior communications. Any conflict between these Terms and an Order Form or Statement of Work will be resolved in favor of the Order Form or Statement of Work.
####7.11 Severability; Waiver
If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any right or provision does not constitute a waiver.
#### 7.12 Survival
All sections that by their nature should survive termination will survive, including payment obligations, use restrictions, indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
**Appendix A: Additional Terms for Clients or Partners Contracting with Reputation Builderz**
**A1. SMS Services Requirements**: Client must register a mobile phone number and provide business registration and utility bill for SMS-based Services.
**A2. Use of Collections Agencies**: If a payment issue cannot be resolved, Reputation Builderz may submit overdue accounts to an external collections agency.