Terms and Conditions

These Terms and Conditions govern transactions between Customer and Uppswell Inc d/b/a Get More Reviews. By accepting these Terms through clicking acceptance, executing an order form, using the Platform, or making payment, you agree on behalf of your organization and represent you have authority to bind it. If you lack such authority or disagree, you cannot use the Platform.

Mobile Messaging Terms of Service

Program Name: Get More Reviews SMS Program

Program Description: Opt-in recipients receive review requests, appointment reminders, and service messages from Get More Reviews.

Opt-Out: Reply 'STOP' to cancel anytime. A final confirmation text confirms opt-out with no further messages unless you opt in again.

Rejoin: Reply 'START' or sign up as originally to resume messages.

Help: Reply 'HELP' or email help@getmorereviews.com.

Message & Data Rates: Message and data rates may apply; frequency varies.

Carrier Disclaimer: Carriers aren't liable for delayed or undelivered messages.

No mobile information shares with third parties or affiliates for marketing purposes. Text originator opt-in data and consent won't be shared except with aggregators and Text Message service providers.

1. Definitions

• "Authorized Users": Customer employees, contractors, and individuals for whom Customer paid applicable fees for Platform access
• "Customer Personal Information": Personal Information of Customer's clients provided to Get More Reviews, uploaded to the Platform, or collected from clients using the Platform
• "Documentation": Online help files or instructions describing Platform installation, operation, use, or technical specifications
• "Get More Reviews Platform": Web-based software enabling businesses to obtain online customer reviews, including updates and enhancements
• "Personal Information": Information identifying, relating to, describing, reasonably associated with, or linkable to a consumer, household, device, or as defined under applicable law (more restrictive definition applies)
• "Scope Limitations": Limitations on Platform use specified in the applicable Subscription Plan
• "Subscription Plan": Recurring payment plan specifying Platform access details, pricing, and payment terms
• "Subscription Term": Duration the Subscription Plan remains effective

3. Use of the Get More Reviews Platform and Documentation

Access to the Platform

Subject to Terms compliance and fee payment, Get More Reviews grants Customer a limited right during the Subscription Term to access and use the Platform through Authorized Users solely for internal business operations as described in Documentation and Scope Limitations.

Documentation

Conditioned on strict Agreement compliance and fee payment, Get More Reviews grants Customer a personal, non-transferable, non-sublicensable, non-exclusive, limited license during the Subscription Term to make reasonable Documentation copies and use them internally solely supporting authorized Platform use per the Agreement.

Technical Support

While Customer remains current with fee payments, Get More Reviews will use commercially reasonable efforts providing technical support via channels and hours Get More Reviews specifies.

Restrictions

Except as permitted by the Agreement or applicable law, Customer will not (and won't permit third parties to):

(a) use the Platform or Documentation except as expressly permitted;

(b) reverse engineer, decompile, disassemble, modify, merge, or translate the Platform or Documentation, or create derivative works;

(c) install or use the Platform permitting use violating Scope Limitations or the Agreement;

(d) transfer, assign, sublicense, sell, or convey any Platform or Documentation rights;

(e) remove, delete, alter, or obscure trademarks or copyright, trademark, patent, or intellectual property notices;

(f) use the Platform or Documentation after the Subscription Plan ends, even if access doesn't automatically disable;

(g) transmit software or materials containing viruses, worms, time bombs, trojan horses, or harmful components;

(h) use robots, spiders, site search/retrieval applications, or manual/automatic devices reproducing or circumventing the Platform's navigational structure or presentation;

(i) probe, scan, test system or network vulnerability, or breach security or authentication measures;

(j) harvest or collect information about other users without prior written consent;

(k) engage in activities damaging, disabling, overburdening, or impairing Get More Reviews' servers, networks, or interfering with other users' Platform enjoyment;

(l) use the Platform or Documentation for illegal, inappropriate, or unauthorized purposes; or

(m) use the Platform to compete with Get More Reviews' business.

Responsibility for Use

Customer is responsible and liable for all actions and inactions regarding the Platform and Documentation by its Authorized Users or anyone Customer or Authorized Users directly or indirectly permit accessing or using the Platform or Documentation, as if they were Customer's actions.

Reservation of Rights

Get More Reviews grants Customer only rights expressly described in this Agreement. Get More Reviews reserves all rights in the Platform and Documentation not expressly granted to Customer.

Feedback

If Customer provides feedback concerning Platform functionality and performance (including identifying errors and improvements), Customer assigns all right, title, and interest in the feedback to Get More Reviews, which may use it without payment or restriction.

Customer Data

Get More Reviews isn't responsible for performing or liable for failing to perform back-ups of data Customer provides, processes, or stores in the Platform ("Customer Data"). Customer grants Get More Reviews a non-exclusive, irrevocable, worldwide, fully paid-up, royalty-free license to use, copy, modify, publish, distribute, display, publicly perform, and create derivative works of Customer Data solely for providing the Platform. Customer represents and warrants Customer Data: (i) doesn't infringe third-party intellectual property or privacy rights and Customer possesses all necessary rights and legally required consents for contemplated use; (ii) isn't unlawful, defamatory, obscene, or offensive; and (iii) doesn't contain viruses or harmful or malicious code.

Get More Reviews retains the right monitoring Customer's Platform use and creating and analyzing (sometimes using third-party software tools) usage data aggregations and summaries, provided no aggregation or summary directly or indirectly identifies Customer or includes directly traceable data. Customer acknowledges and agrees Get More Reviews possesses unrestricted, royalty-free rights using, disclosing, and distributing such aggregations and summaries worldwide in any form or media for any purpose.

Compliance with Laws

Customer represents and warrants complying with all applicable laws, rules, and regulations regarding Agreement activities, including the Telephone Consumer Protection Act (47 U.S.C. § 227) and implementing regulations ("TCPA"), the Telemarketing Sales Rule (16 C.F.R. Part 310) ("TSR"), the Controlling the Assault of Non-Solicited Pornography And Marketing Act ("CAN-SPAM"), the General Data Protection Regulation ("GDPR"), Canada's Anti-Spam Legislation ("CASL"), and the California Consumer Privacy Act ("CCPA").

TCPA, TSR and CAN-SPAM: Customer solely bears responsibility for TCPA, TSR, and CAN-SPAM compliance regarding Platform use contacting Customer's clients. Customer is responsible for obtaining prior express written consent from all third parties (including clients) to send and receive SMS text messages using the Platform.

CCPA: For CCPA purposes regarding Customer Personal Information, Customer agrees it is a Business and Get More Reviews is a Service Provider as those terms define in the CCPA. Get More Reviews will not: (a) sell Customer Personal Information; (b) retain, use, or disclose Customer Personal Information for purposes other than performing Services or as CCPA and implementing regulations permit; (c) retain, use, or disclose Customer Personal Information for commercial purposes other than providing Services; or (d) retain, use, or disclose Customer Personal Information outside the direct business relationship between parties. Get More Reviews certifies understanding these restrictions and will comply.

License to Marks

If Customer wants applying branding to the Platform, Customer's trademarks or logos (collectively, "Marks"), Customer grants Get More Reviews a non-exclusive, royalty-free, non-transferable, worldwide right and license during the Subscription Term to copy, reproduce, use, display, publicly perform, modify (at Customer direction), and resize Marks for providing described services. Between parties, Customer owns all Marks right, title, and interest and any goodwill created by or resulting from Get More Reviews' Marks use will inure solely to Customer. Customer represents and warrants Customer exclusively owns the Marks and possesses rights granting agreed licenses in this Section.

5. Fees and Payment

Fees

Customer will pay Get More Reviews fees and other amounts owing under the Agreement as specified in the applicable Subscription Plan.

Payment Terms

Unless otherwise specified in a Subscription Plan, all charges are monthly recurring payments due monthly in advance. All fees are in U.S. dollars and non-refundable. If Get More Reviews changes applicable Subscription Plan fees, including adding fees or charges, Get More Reviews provides advance notice and changes don't take effect until the next billing period. If Customer doesn't accept changes, Customer's sole remedy is terminating the Subscription Plan as Section 4 sets forth.

Customer authorizes Get More Reviews automatically charging on going-forward basis until Subscription Plan cancellation all described sums for the selected Subscription Plan on or before applicable payment due dates to Customer's specified payment method, unless otherwise agreed. If Customer pays fees with credit card, Get More Reviews may seek credit card pre-authorization verifying validity and necessary funds or credit availability. If Customer updates payment information, updates or cancellations may take up to 5 business days taking effect.

Customer will reimburse any Get More Reviews costs or expenses (including reasonable attorneys' fees) incurred collecting amounts not paid when due.

Taxes

Except for federal and state net income taxes imposed on Get More Reviews, Customer bears all taxes, duties, and other governmental charges resulting from the Agreement.

7. Term and Termination

Term of the Agreement

The Agreement term commences when Customer first agrees to these Terms ("Effective Date") and continues until terminated as set forth (the "Term"). If no Subscription Plan is in effect, either party may terminate these Terms for any reason providing written notice. Unless otherwise agreed, Subscription Plans are month-to-month, and either party may terminate providing written notice taking effect at the current month's end.

Notice of Material Breach or Default

Get More Reviews may immediately terminate the Agreement and any Subscription Plan upon notice if Customer materially breaches it. Without limitation, any Customer failure timely paying Get More Reviews amounts owing constitutes material breach.

Termination for Insolvency

Get More Reviews may immediately terminate the Agreement upon written notice if Customer files (or has filed) bankruptcy or insolvency petition, makes or seeks creditor general assignment, or applies for or consents to trustee, receiver, or custodian appointment for substantial property.

Effect of Termination

Upon Agreement or Subscription Plan termination: (i) all rights and licenses Get More Reviews granted Customer terminate; (ii) Customer pays any accrued fees, reimbursable expenses, compensation, or amounts prior termination's effective date; (iii) Get More Reviews has no post-termination performance obligation; and (iv) parties' respective rights and obligations under Sections 2(D) – 2(I), 4(D), 5(B), 6, 7, and 8 survive.

If a specific Subscription Plan terminates, the Agreement and any other plans remain effective. If the Agreement terminates, all other Subscription Plans automatically terminate.

9. Warranties and Disclaimer

Mutual Warranties

Each party represents and warrants: (a) the Agreement was duly executed and delivered and constitutes valid, binding, enforceable agreement per its terms; (b) no third-party authorization or approval connects with Agreement execution, delivery, or performance; and (c) Agreement execution, delivery, and performance doesn't violate any jurisdiction's laws or other agreements' terms or conditions to which it's party or bound.

Disclaimer

Except limited warranties in section 5(a), the Platform is provided "AS IS", and Get More Reviews specifically disclaims all warranties, whether express, implied, or statutory regarding the Platform, Documentation, Support Services, including non-infringement, merchantability, satisfactory quality, and fitness warranties and warranties from dealing courses, usage, or trade practice.

Additionally, Get More Reviews doesn't warrant the Platform, Documentation or Support Services satisfy Customer's requirements, are defect-free or error-free, or that Platform operation is uninterrupted or secure. No Get More Reviews, its agents', or employees' oral or written information creates warranties. No modification or addition to Agreement limited warranties is authorized unless written, referencing the Agreement, and signed by Get More Reviews corporate officer.

This exclusion applies to Get More Reviews subcontractors, suppliers, authorized service providers, and program developers. Some jurisdictions don't allow warranty exclusions or limitations, so that limitation or exclusion may not apply to Customer.

11. Indemnification

Customer is responsible for its and its Authorized Users' Platform use, and Customer will defend and indemnify Get More Reviews and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, "GMR Entities"), from every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising from or connected with: (a) Customer's Agreement or applicable law or regulation breach; or (b) any Customer and third-party dispute or issue.

Get More Reviews reserves assuming exclusive defense and control of any otherwise Customer-indemnifiable matter at Get More Reviews' own expense (without limiting indemnification obligations), and Customer agrees cooperating with Get More Reviews' claim defense.

12. Limitations of Liability

Disclaimer of Indirect Damages

Notwithstanding anything contrary, Get More Reviews won't, under any circumstances, be liable to Customer for consequential, incidental, special, or exemplary damages arising from or related to the Agreement, including lost profits or business loss, even if Get More Reviews knew of such damages likelihood.

Cap on Liability

Get More Reviews' total Agreement liability of all kinds (including warranty claims), regardless of forum and whether action or claim is contract, tort, or otherwise based, won't exceed the total amount Customer paid Get More Reviews during the 3 months immediately preceding the claim (as final judgment date determined).

Independent Allocations of Risk

Each Agreement provision limiting liability, disclaiming warranties, or excluding damages allocates risks between parties. This allocation reflects Get More Reviews' Customer-offered pricing and constitutes Agreement basis essential element. Each provision is severable and independent. Section 7 limitations apply notwithstanding any limited Agreement remedy essential purpose failure.

14. General

Export

Customer will comply with all applicable laws, rules and regulations connecting with Agreement activities, including export and import laws. Customer acknowledges obtaining any required export and re-export licenses is Customer's responsibility. The Platform, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and associated regulations, and may be subject to other countries' export or import regulations.

Customer represents and warrants the Platform isn't and won't be acquired for, shipped, transferred, or reexported, directly or indirectly, to proscribed or embargoed countries or nationals and persons on Denial Orders Tables, Entity Lists or Specifically Designated Nationals Lists, unless U.S. Government specifically authorizes those purposes.

Governing Law

The Agreement is governed by United States and Texas State laws without regard to any state or jurisdiction conflict of laws provisions resulting in another jurisdiction's laws application. Any Agreement litigation is brought exclusively in Austin, Texas state or federal courts. The United Nations Convention on International Goods Sale Contracts is specifically disclaimed.

Assignment

Customer can't assign or transfer any obligations or performance, the Agreement or any granted licenses or set forth obligations, whether voluntarily, involuntarily, operation of law, merger, substantially all assets or business reorganization sale, or otherwise, without Get More Reviews' prior written consent and any attempted Customer assignment is void. Get More Reviews may freely assign or transfer all or any rights, or delegate or transfer all or any obligations or performance, without Customer's consent. The Agreement binds and inures to parties and their respective permitted successors and assigns.

Severability

If any Agreement provision is unenforceable, that provision is deemed limited-extent modified allowing enforceability, intending Get More Reviews receives contemplated full-extent benefits permitted by law, and remaining provisions' validity and enforceability aren't affected. If any material Platform or Documentation use limitation or restriction is illegal, unenforceable, or invalid, Customer's Platform or Documentation use right immediately terminates.

Waiver

Either party's failure requiring the other party's any provision performance doesn't affect full thereafter performance requirement rights; nor will either party's any provision breach waiver be held as provision waiver itself.

Entire Agreement

The Agreement, including all Subscription Plans, is the final and complete parties' expression regarding subject matter. The Agreement supersedes and governs all previous oral and written communications, all merged into the Agreement, except the Agreement doesn't supersede any prior nondisclosure or comparable agreement parties previously executed.

No Get More Reviews or vendor, reseller, or other person employee, agent, or representative has authority binding Get More Reviews regarding any statement, representation, warranty, or other expression unless specifically set forth in the Agreement. No usage of trade or regular practice or dealing method between parties modifies, interprets, supplements, or alters Agreement terms. The Agreement changes only through written agreements signed by authorized party agents.

Get More Reviews won't be bound by and specifically objects to any terms, conditions or other provisions differing from or additional to the Agreement (whether or not materially altering) proffered in Customer purchase orders, receipts, acceptances, confirmations, correspondence, or otherwise, unless Get More Reviews specifically agrees in writing signed by authorized Get More Reviews agents.

Relationship

Get More Reviews will be and act as independent contractor (not Customer agent or representative) performing the Agreement. The Agreement won't be interpreted as: (i) creating or evidencing association, joint venture, partnership, or franchise between parties; (ii) imposing partnership or franchise obligations or liability; or (iii) prohibiting or restricting Get More Reviews' third-party services performance or products provision. Customer mustn't represent Customer is Get More Reviews agent or otherwise authorized binding or committing Get More Reviews without prior authorization.

Subcontractors

Get More Reviews may use subcontractors or third parties performing Agreement duties while remaining responsible for all obligations.

Notices

Any Agreement-required or permitted notices must be written and sent by certified or registered mail, or insured courier, return receipt requested, to appropriate party's Subscription Plan address with appropriate postage. Either party may change notice receipt address through written notice (including email). Notices are deemed given two business days following mailing date or one business day following courier delivery.

Force Majeure

Get More Reviews won't be liable for or considered Agreement breach or default on account of any delay or failure performing due to any cause or condition beyond Get More Reviews' reasonable control, so long as Get More Reviews uses all commercially reasonable efforts avoiding or removing non-performance causes.

Interpretation

Section headings are Agreement convenience reference only and won't affect any provision meaning. For Agreement purposes: (i) "include," "includes" and "including" are deemed followed by "without limitation;" (ii) "such as", "for example" "e.g." and derivatives mean by way of example and following items aren't deemed exhaustive lists; and (iii) "or" is used inclusively meaning "and/or" and "or," "any," and "either" aren't exclusive.

No ambiguity is construed against parties based on drafting language claims.