White-Label Reseller Agreement

• Acceptable Use Policy means our Acceptable Use Policy, which applies to the Agency as Section 5 describes.
• Agency Materials means the names, logos, colors, domain names, contact details and other brand elements the Agency provides for use in the Service.
• Agency Workspace means the part of the Service in which the Agency and its Team Members manage the Agency's Clients and their locations, its team, its branding, QR codes and campaigns, the review inbox and approvals, and automation and brand-voice settings.
• Client means a business that the Agency adds to its Agency Workspace to serve under this Agreement. A business that has its own ReplyTune account and lets the Agency into it is not a Client (Section 12).
• Client Data means the information that the Agency, its Team Members, its Clients and Client Users provide to the Service, and the information the Service retrieves or records for the Agency's Clients, including Client and location details, the contact details of Clients' people and of Client Users, brand-voice and automation settings, the Google reviews of Clients' locations, Replies, and QR code and campaign statistics.
• Client Portal means the part of the Service, shown under the Agency's brand, in which Client Users see and act on their Client's account as the Agency allows.
• Client User means an individual invited to the Client Portal to use a Client's account.
• DPA means our Data Processing Addendum, which applies to Client Data as Section 17 describes.
• Order means the commercial terms the parties agree in writing for the Agency, such as its wholesale fees and its capacity, whether in an order form or in a confirmation by email.
• Profile means a Client's business listing on Google Search and Google Maps (Google Business Profile).
• Reply means a response to a Google review of a Client's location that the Service drafts, including any edits made to it.
• Service means the ReplyTune software-as-a-service as made available to the Agency under this Agreement, including the Agency Workspace, the Client Portal, review QR codes and QR campaigns, service emails and support.
• Team Member means an individual the Agency invites to its Agency Workspace, with the role the Agency gives them.

While this Agreement is in effect, we appoint the Agency as a non-exclusive reseller of the Service, and the Agency may offer the Service to its own Clients as part of its own offering, under its own brand. The appointment is not exclusive to any area, industry or business: we may appoint other resellers and offer the Service directly to anyone. The Agency may not transfer this right, or let anyone other than its Team Members, Clients and Client Users use the Service. Depending on the Agency's plan, as shown in the Agency Workspace or stated in the Order, the Agency can:

• add Clients and their locations, and invite Team Members with the roles it chooses;
• invite its Clients' people to the Client Portal;
• show its own name, logo and colors on the pages and emails its Clients and Client Users see and, on plans that include it, hide our name from them;
• create review QR codes and QR campaigns for its Clients' locations;
• read its Clients' reviews in one inbox, approve Replies, and set automation and brand-voice rules for each Client.

The program is currently offered as a pilot. During the pilot, the commercial terms in Section 13 and Section 14 apply, and we may change the program's features as we develop it. If a change materially reduces the core functionality the Agency uses for its Clients, the Agency may end this Agreement on written notice, and we will refund any fees it paid in advance for the period after it ends.

The Agency must be a business organized or operating in the United States. The individual accepting this Agreement confirms that they are at least 18 years old and have authority to bind the Agency.

Each Client must be a business. When the Agency adds a Client, it records the Client's market, the United States or Türkiye, and the Client's locations must be in that market. We may decline, or stop serving, a Client that does not meet these requirements or that the law does not allow us to serve.

The Agency decides who joins its Agency Workspace, with which role, and which Clients an account manager can work on. When a Team Member or a Client User is removed, their access ends at once. The Agency is responsible for its Team Members and for their compliance with this Agreement, keeps sign-in credentials confidential, and will tell us promptly at support@replytune.com if it suspects unauthorized access. We may require additional verification before acting on a request that affects the Agency Workspace.

The Agency's Clients are its own customers. The Agency contracts with each Client in its own name and on its own terms, sets its own prices, and invoices and collects from its Clients itself. We are not a party to those contracts, and we do not invoice Clients.

The Agency's terms with its Clients must be consistent with this Agreement and must not give a Client any right or remedy against us. The Agency will not make any promise, warranty or commitment about the Service on our behalf, and will make its Clients and Client Users follow the Acceptable Use Policy. The Agency provides support to its Clients and Client Users; we provide support to the Agency.

For the Agency, the Acceptable Use Policy applies with these adjustments: this Agreement is our written agreement to the resale it describes; the Agency may use the Service for a Client it is authorized to act for under Section 6, without that Client accepting our Terms of Service; a Client may be in either market described in Section 3; and its references to the Terms of Service are read as references to this Agreement.

Before it adds a Client, the Agency will obtain the Client's authorization, and will keep evidence of it that it can show us on request, for:

1. 01the Agency, and us as its service provider, to read the reviews on the Client's Profiles and the replies already posted to them;
2. 02the Agency, and us, to draft Replies with artificial intelligence and to publish them on Google in the Client's name, once the Agency or the Client approves them, or under automatic publishing the Client has agreed to;
3. 03the Client, or the Agency for it, to give the Google account we operate for the program Manager access to those Profiles (Section 8); and
4. 04the Agency to bring the Client's data, including the contact details of its people, into the Service and to give us instructions about it (Section 17).

Automatic publishing. The Agency switches on automatic publishing for a Client only after the Client has agreed to Replies being published without a person approving each one, and confirms that agreement in the Service, which records when it was confirmed and by whom. A confirmation given with the Agency's default rules covers only the Clients the Agency has at that moment, and the Agency gives it only if each of them has agreed; a Client added later is not covered until the Agency confirms that Client's agreement. Without a recorded agreement, every Reply for that Client waits for a person's approval. Whatever is set, a Reply to a one-star review is never published without a person's approval, and a Reply that our checks flag, for example one that appears to offer compensation, admit liability, make a guarantee or give contact details that are not in the Client's verified facts, is held for approval.

If a Client withdraws its authorization, the Agency will stop acting for it in the Service at once, by switching off automatic publishing, suspending or archiving the Client, or asking the Client to remove our Manager access, as the withdrawal requires.

The Agency will:

• keep the business information and facts provided for each Client accurate and current, or have the Client do so;
• use the Service, and have its Clients and Client Users use it, in compliance with the Acceptable Use Policy and all applicable laws, including Section 5 of the Federal Trade Commission Act, the FTC's Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), the Consumer Review Fairness Act, privacy laws and the rules of each Client's profession or industry;
• comply with Google's terms and policies that apply to Profiles and to review replies, including any requirement that a business agree to replies being published for it;
• connect only Profiles that the Client owns or is authorized to manage;
• market its own offering lawfully, including under the CAN-SPAM Act and the Telephone Consumer Protection Act, and never present itself as us or as Google; and
• give access to the Agency Workspace and the Client Portal only to people it, or its Clients, have authorized, and let no one but its Team Members operate the Agency Workspace.

A Client's Profiles are connected by giving a Google account that we operate for the program Manager access to them. We never ask a Client for its Google password, and the Agency will not ask for it either. Reviews and Replies travel between Google and the Service through our automation provider, under an account we operate centrally; neither the Agency nor its Clients need an account of their own with that provider.

Google's Manager role technically allows changes to a Profile. We use that access only to read reviews and existing replies and to publish Replies that Section 6 allows. We do not change a Client's business information, photos, posts, products, hours or other Profile settings.

A Client can remove our access at any time from the "People and access" section of its Profile. From that moment the Service can no longer read reviews or publish Replies for that Profile. Google screens every reply under its own policies: sending a Reply to Google does not guarantee that Google will publish it, and Replies Google rejects are shown in the Agency Workspace. Google's own terms govern each Profile. ReplyTune is not affiliated with or endorsed by Google.

Replies are drafted by artificial-intelligence models operated by third-party providers. AI output can be inaccurate, incomplete or inappropriate. We apply controls designed to keep Replies within the verified facts configured for each Client, but we do not promise that every Reply will be free of errors.

Replies appear on Google as responses from the Client's business, and the Client is their publisher. As between the parties, the Agency is responsible for the Replies published for its Clients, whether a Team Member, a Client User or automatic publishing released them. The Agency can keep every Reply waiting for approval by leaving automatic publishing off. Replies are not legal, medical, financial or other professional advice, and we do not promise any effect on a Client's ratings, search rankings or revenue.

Within what its plan includes, the Agency sets the branding its Clients and Client Users see: its name, logos and colors, the name it gives the service, and its support, terms and privacy addresses. The Agency grants us a non-exclusive, worldwide, royalty-free license to use the Agency Materials only to provide the Service to the Agency and its Clients, and confirms that it has the rights needed to grant it.

On plans that include it, the Agency can hide our name from the content of the pages and emails its Clients and Client Users see. Our name may still appear where the law requires it, where a third party shows it, and in addresses: the web addresses of the Service, including those of the Client Portal, its sign-in page and QR codes, and the sender address of service emails are on our own domains unless the Service lets the Agency use its own, and the Google account that holds Manager access appears under its own name in each Profile's list of people with access.

The Agency publishes its own terms and privacy notice for its Clients and Client Users and sets their addresses in its branding settings, where they replace ours on the pages its Clients and Client Users see. The Agency will not describe the Service, or how Replies are drafted, in a way that is false or misleading, and will not suggest that Google endorses it.

This Agreement gives the Agency no right to use our name or trademarks, except to the extent we agree in writing. The Agency may not register or use a domain name, social media handle or business name that contains "ReplyTune" or a confusingly similar term.

The Agency can create review QR codes for its Clients' locations and run QR campaigns, such as a code for a table card or a receipt. A scan sends the guest on to Google to review that location; the code of a demo client shows a notice instead. Link previews, crawlers, prefetches, repeat scans from the same phone within half an hour, scans from one network beyond a plausible number in an hour, and test scans the Agency makes of its own codes are not counted.

For a scan of a location's own review QR code, the Service records only that a scan happened and when. For each counted scan of a campaign code, the Service records the campaign, Client and location it belongs to, when it happened, whether it came from a phone, a tablet, a computer or an unknown device (worked out from the browser's description at the moment of the scan), and the host name of the website the scan came from, if any. It does not record the IP address, the browser's description, cookies or any identifier of the person or the phone, or whether a review was written. To recognize repeat scans of either kind of code, the Service keeps a short-lived code computed with a secret key from the date, the IP address and, for the same-phone check, the browser's description; it changes every day, is never stored with a scan, and lapses at most an hour after the last scan it was used for. Scan records are deleted after 400 days; each code's total count and the time of its last scan remain while the code exists. Scan statistics are Client Data.

A printed code keeps sending guests to Google while its location exists in the Service, even after its campaign is archived, its Client is suspended or the Client leaves the Agency; once a Client has left the Agency, scans of its codes are no longer counted for the Agency. The Agency will use QR codes, and have its Clients use them, only as the review-integrity rules of the Acceptable Use Policy allow: in particular, no incentive in exchange for a review and no review gating.

A business that has its own ReplyTune account under our Terms of Service may let the Agency work in its account, with the permissions its owner chooses. Such a business is not a Client: its own agreement with us governs its account, it is not billed through the Agency or counted against the Agency's capacity, and its owner can change or withdraw the Agency's access at any time. The Agency uses that access only for that business and within the permissions given, and its Team Members act there as that business's Authorized Users under our Terms of Service.

The Agency pays us the wholesale fees set out in its Order, in the currency the Order states. During the pilot, we invoice those fees by hand, and we do not charge a payment card or any other payment method automatically. The Agency pays each invoice by the due date, and by the method, the invoice states.

Fees do not include taxes. The Agency pays any sales, use, value-added, goods and services or similar taxes that apply to the fees, other than taxes on our income, and we add them to the invoice where we are required to collect them. If the Agency claims an exemption, for example because it resells the Service, it gives us a valid exemption or resale certificate; until it does, we may charge the tax.

• The Agency sets its own retail prices for its Clients. Its obligation to pay us does not depend on whether its Clients pay it.
• The wholesale fees change only by a new written agreement between the parties; a confirmation by email is enough.
• We may introduce automated wholesale billing, for example by card or bank debit, by giving the Agency at least 30 days' written notice. The Agency may end this Agreement before the change takes effect.
• If the Agency disputes an invoice in good faith, it will tell us at support@replytune.com before the due date and pay the undisputed part, and the parties will work together to resolve the rest.
• If an invoice remains unpaid after its due date and our written reminder, we may suspend the Service as Section 22 describes.
• Fees are non-refundable, except where this Agreement provides a refund or the law requires otherwise. We refund duplicate or mistaken payments.

The Order sets how many active locations the Agency's fees include, and the Agency Workspace shows it. Unless the Order says otherwise, a location counts while it is not archived and its Client is onboarding, on trial or active; locations of demo clients never count.

When the Agency has used its capacity, adding another location, or bringing back a Client that has locations, is refused, not billed, until the Agency frees a place, for example by archiving a location or by suspending or archiving a Client, or until the parties agree a higher capacity in writing. Locations beyond the capacity are allowed only if the Order says so, and are billed only as the Order says. If the Order states a number of AI-drafted Replies included each month, Replies beyond it are billed only if the Order sets a price for them.

This Agreement is separate from our Partner Program Agreement. Under this Agreement the Agency earns a margin: the difference between what it charges its Clients and what it pays us. Under the Partner Program, a partner earns a commission on what a business it introduced pays us directly. The same business can never earn both: no commission under the Partner Program is earned on a business while it is a Client under this Agreement. If the Agency is also a partner, each agreement applies only to its own businesses.

The Agency and its Clients keep all rights in Client Data. The Agency grants us, for itself and on behalf of its Clients, a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Client Data only to provide, secure and support the Service and as the Agency directs, including to publish Replies.

We do not use Client Data to train artificial-intelligence models, and our AI provider does not use the Client Data we send it through its API to train its models. We do not use Client Data, including the contact details of Clients' people, to market our own services.

We may collect information about how the Service is used and use it, in aggregated or de-identified form that does not identify the Agency, any Client or any individual, to operate, secure and improve the Service. The Agency may ask us for an export of Client Data at any time while this Agreement is in effect.

The DPA and our list of sub-processors are part of this Agreement. For Client Data, the Agency is the "Customer" under the DPA, and we are its service provider or processor. References in the DPA to the Terms of Service or to the Agreement are read as references to this Agreement, and its references to the Subscription Term as references to the period the Agency has paid for. The DPA controls if it conflicts with this Agreement on the processing of personal information, except that Section 24 governs how Client Data is exported and deleted after this Agreement ends.

For the Agency, the personal information processed under the DPA includes, beyond the personal information in Google reviews and Replies, the contact details of Clients' people and of Client Users that the Agency or its Clients bring into the Service, and any personal information in the QR code and campaign statistics described in Section 11; the people it concerns are data subjects under the DPA.

We process Client Data only on the Agency's instructions, which the Agency gives for itself and on behalf of its Clients, and which include the way the Agency, its Clients and Client Users configure and use the Service. The Agency confirms that each Client has authorized it to give those instructions. The Agency and its Clients decide what Client Data is brought into the Service and why.

The Agency gives its Clients, Client Users and, where the law requires, its Clients' customers the privacy notices it owes them, and obtains any consent the law requires. Where the Agency hides our name, its own notices are the ones those people see, so they must cover the processing of Client Data in the Service. We forward to the Agency any request we receive from an individual about Client Data, as the DPA provides, and we send the Agency the notices of new sub-processors and of Security Incidents the DPA promises; the Agency passes them on to its Clients as the law and its own agreements with them require.

Our Privacy Policy describes how we handle the personal information we need to run and secure the sign-in accounts of Team Members and Client Users.

If the Agency adds a Client in Türkiye, Turkish data protection law (Law No. 6698 on the Protection of Personal Data, "KVKK") applies to the personal information of people in Türkiye that the Service processes for that Client. For that Client's data, our Veri İşleme Sözleşmesi, which is written in Turkish, applies in place of the DPA, with the Agency in the customer's role, and its references to the Hizmet Sözleşmesi are read as references to this Agreement.

Because that data is processed outside Türkiye, KVKK requires the standard contract that the Veri İşleme Sözleşmesi describes to be signed, by the parties KVKK requires, which may include the Client itself, before the processing begins, and to be notified as KVKK requires. The Agency will not connect such a Client's Profiles to the Service until that contract is signed. The Agency arranges the Client's part, and we sign where we are a party and provide the information the notification needs. The Agency ensures that the obligations KVKK places on it and on that Client toward those people are met, including the notices and any explicit consent KVKK requires.

The Service is not designed to receive, store or process protected health information as defined under the Health Insurance Portability and Accountability Act ("HIPAA"), and we do not sign business associate agreements. The Agency will not use the Service, or let a Client use it, in a way that discloses protected health information, including by confirming in a Reply that a reviewer is or was a patient.

Each party will use the other's non-public business, technical and financial information that is marked or reasonably understood as confidential only to perform under this Agreement, and will protect it with at least reasonable care. The Order and our wholesale fees are our confidential information; the list of the Agency's Clients is the Agency's. A party may share the other's confidential information with its employees, contractors and professional advisers who need it for this Agreement and are bound by duties of confidentiality at least as protective as this section. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is received lawfully from a third party, or is independently developed. A party may disclose confidential information when required by law, after giving the other party notice where the law allows.

Primanza LLC owns the Service, its software, design and trademarks. While this Agreement is in effect, the Agency may use the Service, and let its Clients and Client Users use it, under this Agreement; no other right is granted. The Agency owns the Agency Materials.

As between the parties, the Agency owns the Replies drafted for its Clients, and we assign to it any rights we have in them, so that it can pass them on to its Clients. AI output may not be protected by copyright, and similar text may be generated for others.

If the Agency gives us feedback or suggestions, we may use them without obligation. Google and Google Business Profile are trademarks of Google LLC.

We may suspend all or part of the Service, for one Client or for the whole Agency Workspace, if the Agency, a Team Member, a Client or a Client User breaches the Acceptable Use Policy, if its use creates a security risk or may cause harm to us or others, if fees remain unpaid after notice, or if the law or Google requires it. We will give notice where practicable, limit a suspension to what its cause requires, and restore the Service promptly once the cause is resolved. While the Service is suspended, no Reply is approved for publication automatically, and printed QR codes keep sending guests to Google.

This Agreement begins when the Agency accepts it and continues until either party ends it. Either party may end it for any reason with 30 days' written notice. Either party may also end it on written notice if the other materially breaches it and does not cure the breach within 30 days. If we end it for convenience, we will refund any fees the Agency paid in advance for the period after it ends.

When this Agreement ends, the access of the Agency, its Team Members and its Client Users ends, no new Replies are drafted or approved for its Clients, and fees for the period until the end become due. Ending this Agreement does not end the Agency's own contracts with its Clients, for which the Agency remains responsible. Sections that by their nature should survive termination survive it, including those on fees owed, Section 24, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and dispute resolution.

For 30 days after this Agreement ends, if the Agency asks us in writing at support@replytune.com, we will:

• export the Agency's data and its Clients' Client Data and make the export available to the Agency; and
• help any Client that wishes to do so move to its own direct ReplyTune account. The Client then accepts our agreements for its market for that account, and the commercial terms of the move are agreed separately.

When those 30 days end, we delete the Agency's data and Client Data, except the data of a Client that has moved to its own account, which that account's agreements then govern, and records the law requires us to keep. Data in backups is deleted as the backups expire, within 30 days after that, and is not used for any other purpose in the meantime. Once a Client's data is deleted, its QR codes no longer lead to Google. Replies already published on Google stay there unless the Client removes them. Each Client that is not moving to its own account should remove our Manager access from its Profiles, and the Agency will tell its Clients so.

Each party confirms that it has the authority to enter into this Agreement. We warrant that the Service will perform materially as described in this Agreement. If it does not, the Agency's remedy is for us to correct it or, if we cannot do so within a reasonable time, to end the affected Service and refund any fees the Agency paid in advance for the period after it ends.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL REPLIES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY REPLY WILL BE ACCURATE OR WILL BE ACCEPTED OR PUBLISHED BY GOOGLE, THAT THE PROGRAM WILL BE PROFITABLE FOR THE AGENCY, OR THAT USING THE SERVICE WILL AFFECT ANY CLIENT'S RATINGS, RANKINGS OR REVENUE. THE AGENCY MAKES NO WARRANTY ON OUR BEHALF TO ITS CLIENTS OR TO ANYONE ELSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY THE AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMIT APPLIES TO ALL CLAIMS TOGETHER, INCLUDING CLAIMS THE AGENCY BRINGS FOR LOSSES OF ITS CLIENTS.

These limits do not apply to the Agency's obligation to pay fees, to either party's indemnification obligations, to the Agency's breach of the Acceptable Use Policy, or to liability for a party's fraud, gross negligence or willful misconduct. They apply even if a limited remedy fails of its essential purpose.

By us. We will defend the Agency against any third-party claim alleging that the Service, as we provide it, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and we will pay the damages finally awarded or the settlement we agree to. This does not cover claims arising from Client Data, from Agency Materials, from Replies, from third-party services, or from use of the Service in breach of this Agreement. If the Service is, or we believe it may be, subject to such a claim, we may modify it, obtain the right for the Agency to keep using it, or end the affected Service and refund any fees the Agency paid in advance for the period after it ends.

By the Agency. The Agency will defend us against any third-party claim, including a claim by a Client, a Client User, a reviewer or a regulator, arising from Client Data or Agency Materials (including the business facts and reply rules provided for a Client), from the Agency's contracts and dealings with its Clients (including its prices, its marketing and its statements about the Service), from the Agency's failure to obtain a Client's authorization under Section 6, from Replies that a Team Member or Client User approved or that were published under automatic publishing the Agency switched on, or from the Agency's, its Clients' or Client Users' violation of law or of the Acceptable Use Policy, and will pay the damages finally awarded or the settlement it agrees to, except to the extent the claim results from our breach of this Agreement.

The party seeking defense must notify the other promptly, give it control of the defense and settlement, and cooperate reasonably. No settlement may impose an obligation on, or admit fault for, the defended party without its consent.

The parties are independent contractors. The Agency buys the Service from us and resells it in its own name and for its own account. This Agreement creates no partnership, franchise, joint venture, employment or agency relationship. The Agency has no authority to act for us: it may not make promises, offer terms or accept anything on our behalf. This Agreement benefits only the parties; Clients and Client Users are not third-party beneficiaries of it.

Informal resolution first

Before starting an arbitration or court case, a party must send the other a written notice describing the dispute and the relief it seeks, to support@replytune.com for us or to the contact email address the Agency gave us for the Agency, and the parties will try in good faith to resolve it for 30 days.

Agreement to arbitrate

Any dispute, claim or controversy arising out of or relating to this Agreement or the Service that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and any supplementary rules it applies to multiple related filings, in effect when the demand is filed. A single arbitrator will decide the dispute. The seat of arbitration is Cheyenne, Wyoming, United States; hearings may take place by videoconference. The Federal Arbitration Act governs this section. The arbitrator decides questions of arbitrability, except that a court decides whether the class action waiver and the mass-filing provisions below are enforceable. Judgment on the award may be entered in any court with jurisdiction.

Exceptions

Either party may bring an individual claim in small claims court if it qualifies, and either party may ask a court for an injunction to stop the misuse of its intellectual property or confidential information.

Class action and jury trial waiver

Claims may be brought only in a party's individual capacity, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and each party waives its right to a jury trial. If this waiver is found unenforceable for a claim, that claim will be decided by a court under this section's court provisions, not in a class arbitration.

Mass filings

If 25 or more substantially similar demands are filed against a party by or with the help of the same or coordinated counsel, they will be administered under the AAA's rules for mass or multiple related filings, in batches as those rules provide, and the parties will cooperate to resolve them efficiently.

Opting out

The Agency may opt out of this arbitration agreement by emailing support@replytune.com within 30 days after it first accepts this Agreement, giving the Agency's name, its contact email address and a clear statement that it opts out of arbitration. Opting out does not affect any other part of this Agreement. If we make a material change to this section, the Agency may reject the change by emailing us within 30 days after it takes effect.

Courts

Claims that are not arbitrated will be brought exclusively in the state courts located in Laramie County, Wyoming, or in the United States District Court for the District of Wyoming, and each party consents to the personal jurisdiction of those courts.

This Agreement is governed by the laws of the State of Wyoming, United States of America, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 29. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Every version of this Agreement carries a version number and an effective date. If we make a material change, we will tell the Agency at least 30 days before it takes effect, by email or in the Agency Workspace, and ask the Agency to accept the new version. The Agency's acceptance of each earlier version stays on record. If the Agency does not accept the new version, it may end this Agreement before the change takes effect, and we will refund any fees it paid in advance for the period after it ends. A change to this Agreement never changes the wholesale fees in the Order, which change only as Section 13 describes.

The Agency agrees to receive communications from us electronically, by email to the contact email address it gave us or in the Agency Workspace, and agrees that they satisfy any legal requirement that a communication be in writing. The parties agree that accepting this Agreement electronically is a valid signature under the federal Electronic Signatures in Global and National Commerce Act and the Wyoming Uniform Electronic Transactions Act.

When this Agreement is accepted, we record the version of each document, a SHA-256 digest of its exact text, the statement shown beside each checkbox, the date and time (UTC), the IP address and the browser's user agent. The parties agree these records may be used as evidence of acceptance, without limiting either party's right to offer other evidence.

Each party will comply with United States export control and economic sanctions laws. The Agency confirms that it is not located in a country subject to a comprehensive U.S. embargo and is not named on, or owned or controlled by a party named on, a U.S. government restricted-party list, and it will not provide the Service to a Client or Client User of which that is not true.

• Entire agreement. This Agreement, together with the Order, the Acceptable Use Policy, the DPA and its list of sub-processors and, for Clients in Türkiye, the Veri İşleme Sözleşmesi (Section 18), is the parties' entire agreement on its subject and supersedes prior agreements on it. The DPA controls on the processing of personal information, and the Order controls on fees and capacity; otherwise this Agreement controls over the other documents. Terms in a purchase order or similar document, other than the commercial terms the parties agree as the Order, do not apply.
• Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets or of the business this Agreement relates to, with notice to the other party.
• Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, cyberattacks, labor disputes, government action, or failures of utilities, networks or third-party services. This does not excuse payment obligations.
• Publicity. We will not name the Agency as a reseller or customer, or use its logo, without its permission.
• Notices. Notices to us go to support@replytune.com, with a copy by mail for notices of breach or legal process to Primanza LLC, c/o Northwest Registered Agent Service Inc, 30 N Gould St Ste N, Sheridan, Wyoming 82801, United States. Notices to the Agency go to the contact email address it gave us. A notice by email is given when sent, unless it is returned as undeliverable.
• Severability and waiver. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect. A failure to enforce a provision is not a waiver.
• Interpretation. This Agreement is written in English, and the English version controls; the Veri İşleme Sözleşmesi applies in its Turkish text. Headings are for convenience only, and "including" means "including without limitation."

Questions about the program or this Agreement can be sent to support@replytune.com or by mail to Primanza LLC, c/o Northwest Registered Agent Service Inc, 30 N Gould St Ste N, Sheridan, Wyoming 82801, United States.