END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is entered into between you (“User”) and the company or organization through which you receive access to the review management platform (“Platform”) (“Provider”). This Agreement governs your authorized use of the Platform. Provider may make the Platform available using technology, infrastructure, data, telecommunications, and other services supplied by third-party licensors, technology providers, service providers, and suppliers.

Employees and Representatives. If you are accessing the Platform as an employee, contractor, or representative of a business that has a separate written agreement with your service provider governing that business’s use of the Platform, this Agreement does not apply to your individual access. Instead, your access is governed by that separate agreement, and you agree to comply with its applicable terms, including any confidentiality and acceptable use obligations that extend to personnel of that business.

1.DEFINITIONS

“Platform” means the review management software, dashboard, APIs, tools, and related services made available to User through Provider.

“Provider” means the company or organization through which User receives access to the Platform, including the entity identified on User’s account, order, registration page, or other applicable service documentation.

“User” means the business entity or individual accessing the Platform under this Agreement.

“Review Data” means review content, ratings, and associated metadata collected from third-party review sites on behalf of User.

“Supported Sites” means the third-party review and business-listing platforms from which the Platform collects Review Data or to which the Platform publishes responses on behalf of User.

2.LICENSE GRANT

Subject to this Agreement and payment of applicable fees to Provider, User is granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for User’s internal business purposes of managing User’s own online reviews and business reputation.

This license does not grant User any ownership rights in or to the Platform. User may not use the Platform to manage reviews for any business other than User’s own without prior written consent.

Audit Right. Provider reserves the right to audit User’s account usage to verify compliance with the scope of this license, upon reasonable notice. User agrees to cooperate with any such audit and to provide accurate information regarding its use of the Platform. Such audit may include review of authorized personnel with access to the Platform to verify that access is limited to authorized individuals and that usage is within the permitted scope of this Agreement.

3.SUPPORTED SITE AUTHORIZATION

User authorizes the Platform to access and manage User’s accounts on Supported Sites as necessary to provide the Services. User is responsible for ensuring it has the authority to grant the Platform such access.

Supported Site Changes. Provider reserves the right to add, modify, or remove any Supported Site from the Platform at any time and without liability. Removal of a Supported Site does not constitute a breach of this Agreement and does not entitle User to a fee reduction, refund, or early termination without penalty.

Review Data Deletion. Provider reserves the right to delete or restrict access to Review Data collected from any Supported Site where required to do so by legal process or applicable law, without liability to User. Such deletion shall not constitute a breach of this Agreement.

4.ACCEPTABLE USE

User agrees not to:

• use the Platform to solicit, generate, or facilitate false, misleading, or fabricated reviews
• reverse engineer, decompile, or disassemble the Platform or attempt to discover its source code
• copy, modify, or create derivative works of the Platform
• sublicense, resell, or transfer Platform access to any third party
• use automated scripts or bots to access the Platform in an unauthorized manner
• upload or transmit malware, viruses, or harmful code
• use the Platform in violation of any applicable law or regulation
• use the Platform to manage reviews for any business other than User’s own
• send SMS messages through the Platform to any recipient who has not provided prior express written consent to receive such communications

Review Site Compliance. Supported Sites maintain their own policies, which may change without notice. Provider is not responsible for monitoring compliance with them, and neither Provider nor its licensors, technology providers, service providers, or suppliers will be liable to User for any action taken by a Supported Site in connection with the Platform, regardless of cause.

Non-Replication. User agrees not to use any knowledge or access gained through the Platform to develop or assist any third party in building a competing review management solution.

Confidentiality of Platform Observation. You acknowledge that access to the Platform may expose you to proprietary workflows, data structures, response methodologies, UI design, and platform architecture. All such information constitutes Confidential Information of Provider and its technology providers. You agree to keep this information confidential, using protections at least as strong as those in this Agreement, and not to use anything you observe about the Platform’s functionality, design, or methodology to inform the development of any competing product or service. If you are accessing the Platform on behalf of a business, you agree to ensure your organization’s other personnel are bound by the same restrictions.

5.USER CONTENT AND DATA

User is solely responsible for all content submitted or published through the Platform, including review responses and solicitation messages. User grants the Platform a limited license to process, store, and transmit User’s content solely to deliver the services.

User’s use of personal information about its customers through the Platform must comply with all applicable data protection laws. User is responsible for obtaining any necessary consents from its customers. User represents and warrants that it has a lawful basis under applicable data protection law for providing personal information about its customers to the Platform, and that such provision does not violate any applicable privacy law or regulation.

6.ACCOUNT SECURITY

User is responsible for maintaining the confidentiality of its account credentials and for all activity under its account. User agrees to notify Provider promptly upon becoming aware of any unauthorized account access or any actual or suspected compromise of User’s account credentials, so that appropriate protective action can be taken to prevent harm to other users or the Platform infrastructure.

Authorized Personnel. User is responsible for maintaining accurate records of all personnel authorized to access the Platform under User’s account and for promptly revoking access for any personnel who leave User’s organization, change roles, or no longer require access. User agrees that access credentials are personal to each authorized user and may not be shared across multiple individuals.

7.SMS COMMUNICATIONS

This Section 7 applies only if, and to the extent that, User uses the Platform to send or receive SMS or MMS messages. If User does not use these features, this Section 7 does not apply to User.

Program Name: ORM

Description: The Platform may deliver SMS messages to users who have opted in, including review solicitation requests, account alerts, and service updates.

Message Frequency: Message frequency varies based on account activity.

Pricing: Message and data rates may apply.

Consent Not Required: Consent to receive SMS messages is not required as a condition of using the Platform.

Opt-Out: Reply STOP to any SMS message at any time to unsubscribe. Reply HELP for assistance or contact your Provider.

Data Privacy: Your mobile phone number and SMS opt-in data will not be shared, sold, rented, or transferred to any third party for marketing purposes.

How to Opt In: You may opt in to receive SMS communications through your account settings or registration. SMS opt-in is voluntary and separate from account registration.

Carrier Liability Limitation: SMS delivery is dependent on effective transmission by mobile network operators and upstream telecommunications carriers. Neither the Platform nor its carrier partners (including Bandwidth Inc.) are liable for delayed, undelivered, or blocked messages. Delivery is not guaranteed.

Communications Metadata: To route SMS messages, the Platform shares transaction data with telecommunications carriers including source and destination phone numbers, IP addresses, message timestamps, and delivery logs. This sharing is required for message delivery and does not constitute a sale of personal information.

Zero-Sharing Commitment: No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All of the above categories exclude text messaging originator opt-in data and consent. This information will not be shared with any third parties.

Supported Carriers: Major US carriers including AT&T, Verizon, T-Mobile, and others. Carrier support may vary.

To the extent User uses the Platform to send SMS messages to User’s own customers, User bears full legal responsibility for compliance with all applicable laws and carrier requirements governing those messages. The following obligations apply to all SMS activity initiated through the Platform by User:

Prior Express Consent. User represents and warrants that every mobile phone number uploaded or entered into the Platform has provided prior express written consent to receive SMS messages from User. User bears sole responsibility for obtaining, documenting, and maintaining records of such consent. Provider does not verify consent on User’s behalf and assumes no liability for messages sent to recipients who have not provided proper consent.

No Purchased or Rented Lists. User may not upload, import, or use purchased, rented, scraped, or third-party contact lists for SMS delivery through the Platform. All contact lists must consist solely of individuals who have directly provided their mobile number to User and consented to receive SMS communications from User.

Template Compliance. User agrees that all message templates created, customized, or used through the Platform comply with applicable law, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and wireless carrier acceptable use policies. Templates may not contain deceptive, misleading, or unsolicited marketing content, affiliate marketing material, debt collection language, high-risk financial offers, or any content that violates carrier guidelines. User is solely responsible for the content of all messages sent through the Platform.

TCPA Compliance. User acknowledges that the TCPA imposes significant penalties for non-compliant commercial SMS messages, including statutory damages of $500 to $1,500 per violation. User assumes full responsibility for TCPA compliance in connection with all SMS activity initiated through the Platform and agrees that Provider has no obligation to monitor User’s messaging activity for legal compliance.

Carrier Liability Limitation. SMS delivery is dependent on effective transmission by mobile network operators and upstream telecommunications carriers. Neither the Platform nor its carrier partners are liable for delayed, undelivered, or blocked messages resulting from carrier filtering, network conditions, or recipient device limitations. User acknowledges that delivery is not guaranteed.

SMS Indemnification. User will defend, indemnify, and hold harmless Provider, its carrier partners (including Bandwidth Inc.), and their respective officers, directors, and employees from and against any claims, fines, penalties, damages, and expenses (including attorneys’ fees) arising from: (a) User’s failure to obtain proper consent from SMS recipients; (b) the content of messages sent by User through the Platform; (c) User’s violation of TCPA, CAN-SPAM, or any other applicable law governing SMS communications; or (d) any carrier penalties or deregistration actions resulting from User’s messaging activity.

Platform Suspension Right. Provider reserves the right to immediately suspend User’s SMS capabilities, without prior notice, if Provider determines in its sole discretion that User’s messaging activity violates applicable law, carrier policies, or this Agreement. Suspension of SMS capabilities does not constitute termination of this Agreement and does not entitle User to any fee refund.

8.INTELLECTUAL PROPERTY

All technology, software, systems, and related intellectual property underlying the Platform are owned by Provider’s technology providers and licensors. Nothing in this Agreement transfers any ownership rights to User. User will not remove or alter any proprietary notices on the Platform.

9.DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE DISCLAIMED. NO WARRANTY IS MADE THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

10.LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PROVIDER NOR ITS LICENSORS, TECHNOLOGY PROVIDERS, SERVICE PROVIDERS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO USER’S USE OF THE PLATFORM. EXCEPT FOR LIABILITY RESULTING FROM (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (B) ACTUAL DIRECT DAMAGES RESULTING FROM USER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR (C) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF: (I) THE FEES PAID FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) FIVE HUNDRED DOLLARS ($500).

11.INDEMNIFICATION

User agrees to defend, indemnify, and hold harmless Provider and its licensors, technology providers, service providers, and suppliers from any claims, damages, losses, and expenses (including attorneys’ fees) arising from: (a) User’s use of the Platform in violation of this Agreement; (b) User’s content submitted through the Platform; (c) User’s violation of any applicable law or regulation; (d) User’s use of Review Data in a manner inconsistent with the terms or policies of the applicable Supported Site; or (e) any claim by User’s customers arising from User’s use of the Platform.

12.TERM AND TERMINATION

This Agreement begins when User first accesses the Platform and continues until terminated. Provider may terminate User’s access for breach of this Agreement, non-payment, or other legitimate reasons. Upon termination, User’s license immediately ends. Upon termination, User may request an export of account data and such review data as Provider has the right to export. Provider will use commercially reasonable efforts to provide available data within thirty (30) days of a written request. No representation is made that Review Data from Supported Sites can be exported in all circumstances.

Survival. The following sections survive termination or expiration of this Agreement: Section 4 (Acceptable Use and Non-Replication), Section 5 (User Content and Data), Section 7.2 (SMS Compliance Obligations), Section 8 (Intellectual Property), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 14 (Governing Law).

13.PRIVACY

User’s personal information is collected, used, and protected in accordance with the Platform Privacy Policy, which is available on the login page and is incorporated into this Agreement by reference.

14.GOVERNING LAW

This Agreement is governed by the laws of the State of California, United States, without regard to its conflict of laws provisions.

Informal Resolution. Before initiating any legal proceeding, the party seeking relief must provide written notice of the dispute to the other party and allow thirty (30) days for good-faith informal resolution. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief without first completing the informal resolution process.

Arbitration. If informal resolution is unsuccessful, either party may elect to resolve the dispute through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Del Mar, California on an individual basis. Both parties waive any right to a jury trial or class action.

Court Jurisdiction. If arbitration is not elected, disputes will be resolved exclusively in the state and federal courts of San Diego County, California, and the parties consent to personal jurisdiction in such courts.

Statute of Limitations. Any claim must be filed within one (1) year of when it arose or it will be forever barred.

15.GENERAL

Relationship to Other Agreements. Provider may have separate commercial agreements governing its provision of the Platform to User, including agreements with its own technology and service providers. This Agreement governs User’s individual access to and use of the Platform and does not modify, supersede, or otherwise affect any separate agreement to which Provider is a party.

Entire Agreement. This Agreement and the Platform Privacy Policy constitute the entire agreement between User and the Platform regarding use of the Platform.

Updates. This Agreement may be updated periodically. Continued use constitutes acceptance of updated terms.

Severability. If any provision is found invalid, the remaining provisions remain in full force.

Force Majeure. Neither Provider nor its licensors, technology providers, service providers, or suppliers will be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, government actions, internet or telecommunications failures, carrier outages, cyberattacks, or acts of third parties. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.

Third-Party Beneficiaries. Provider’s licensors, technology providers, service providers, and suppliers are intended third-party beneficiaries of those provisions of this Agreement that protect the Platform, its technology, intellectual property, data collection methods, service providers, or infrastructure, and may enforce those provisions directly against User.