Terms of Service

• Account means the ReplyTune account our team creates for Customer, and all access to it.
• Agreement means these Terms together with the Acceptable Use Policy, the Data Processing Addendum and its list of sub-processors, the Reply Authorization, and the plan details shown to Customer at checkout or in the dashboard.
• Authorized User means an individual whom Customer allows to use the Account, such as an employee or contractor acting for Customer.
• Customer Content means the information Customer or its Authorized Users provide to the Service and the information the Service retrieves for Customer, including business details, brand-voice settings, the Google reviews of Customer's locations and the Replies.
• Google Business Profile or Profile means Customer's business listing on Google Search and Google Maps.
• Reply means a response to a Google review that the Service drafts for Customer, including any edits Customer makes to it.
• Reply Allowance means the number of AI-drafted Replies included in Customer's plan for each billing period.
• Service means the ReplyTune software-as-a-service, including the customer dashboard, review QR codes, service emails and support.
• Subscription Term means the monthly or annual period Customer has paid for, including each renewal period.

The Service is available only to businesses that are organized or operating in the United States and whose Profile locations connected to the Service are in the United States. We may decline to provide, or stop providing, the Service to a business that does not meet this requirement.

The individual accepting these Terms confirms that they are at least 18 years old and have authority to bind Customer. Customer is responsible for its Authorized Users and for their compliance with the Agreement.

1. 01Our team sets up the Account and its initial configuration with Customer. First access is through a single-use activation link that expires. We never send or store passwords in plain text.
2. 02Customer gives a Google account operated by ReplyTune Manager access to its Profile. Customer never shares its Google password with us.
3. 03The Service retrieves new reviews and drafts Replies that follow the brand voice, tone, verified business facts and reply rules configured for Customer.
4. 04Replies are published only as the Reply Authorization allows: after Customer approves them, or automatically for a location where Customer has separately switched on automatic publishing.

Google screens every reply it receives under its own policies. Sending a Reply to Google does not guarantee that Google will publish it. Replies Google rejects are shown in the dashboard.

We may improve and change the Service. If a change materially reduces the core functionality of the Service during a Subscription Term Customer has paid for, Customer may cancel and receive a prorated refund of the prepaid fees for the rest of that term.

Customer keeps its sign-in credentials confidential and is responsible for activity in the Account. Customer 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 Account.

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 the Reply Authorization allows. We do not change Customer's business information, photos, posts, products, hours or other Profile settings.

Customer 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's own terms continue to govern Customer's 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 Customer. A Reply that appears to offer compensation, admit liability, make a guarantee or give contact details that are not in those facts is held for Customer's approval instead of being published automatically. We do not promise that every Reply will be free of errors.

Replies appear on Google as responses from Customer's business, and Customer is their publisher. Customer can review every Reply before it is published by keeping approval mode on. Replies are not legal, medical, financial or other professional advice. We do not promise any effect on Customer's ratings, search rankings or revenue.

• Keep the business information and facts provided for the Service accurate and current.
• Use the Service 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 Customer's profession or industry.
• Comply with Google's terms and policies that apply to Profiles and to review replies.
• Connect only Profiles that Customer owns or is authorized to manage.
• Give Account access only to Authorized Users.

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. A Customer that is a HIPAA covered entity or business associate must not use the Service in a way that discloses protected health information, including by confirming in a Reply that a reviewer is or was a patient. The drafting rules for healthcare businesses are designed to avoid such disclosures, but Customer remains responsible for every Reply published for it.

Plans, prices, Reply Allowances and location limits are shown at checkout and in the dashboard before purchase, and form part of the Agreement. Prices are in US dollars and do not include taxes. We do not offer free trials: the Service operates only under an active paid plan or an arrangement agreed with our team.

Subscriptions bought at checkout are sold through Stripe's managed payments service, under which Stripe acts as the merchant of record: Stripe charges Customer's payment method, calculates and collects any applicable sales tax and issues receipts. The Stripe terms shown at checkout apply to the payment transaction. We never receive or store full card numbers. A plan our team activates under a separate arrangement (for example, one paid by bank transfer) runs for the period shown in the dashboard.

• The Reply Allowance resets at the start of each billing period. Unused Replies do not carry over. When the allowance runs out, drafting new Replies stops until the next period or until Customer upgrades; Replies already published are not affected.
• Plan changes are made in the billing portal. Any proration is calculated and shown by Stripe before Customer confirms the change.
• If a payment fails, we may, after notifying Customer, pause drafting and publishing until the payment succeeds.
• We will give at least 30 days' notice before a price change applies to Customer's next renewal. Customer may cancel before it takes effect.
• Where our team sets limits specific to Customer, the values shown in the dashboard apply.

Customer can cancel at any time from the Billing page of the dashboard, or by writing to support@replytune.com. Cancellation takes effect at the end of the current billing period: the Service remains available until then, and no further charges are made. Where a state law requires additional renewal notices or cancellation methods, we will provide them.

Fees are non-refundable, including for partial billing periods and unused Reply Allowance, except where the law requires otherwise or the Agreement provides a refund (Section 3, Section 16, Section 19, Section 25 and the Data Processing Addendum's sub-processor clause). We refund duplicate or mistaken charges. Before disputing a charge with a card issuer, Customer agrees to contact us at support@replytune.com so we can try to resolve it.

Customer keeps all rights in Customer Content. Customer grants us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Content only to provide, secure and support the Service and as Customer directs, including to publish Replies.

We do not use Customer Content to train artificial-intelligence models, and our AI provider does not use the Customer Content we send it through its API to train its models.

We may collect information about how the Service is used and use it, in aggregated or de-identified form that does not identify Customer or any individual, to operate, secure and improve the Service. Customer may ask us for an export of its Customer Content at any time before the Agreement ends.

Primanza LLC owns the Service, its software, design and trademarks. During the Subscription Term, Customer may use the Service under the Agreement; no other right is granted.

As between the parties, Customer owns the Replies drafted for it. We assign to Customer any rights we have in those Replies, and Customer may use them for any lawful purpose. AI output may not be protected by copyright, and similar text may be generated for others.

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

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 the Agreement, and will protect it with at least reasonable care. 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.

Our Privacy Policy explains how we handle the personal information of Customer's Authorized Users. Personal information in Customer Content, such as reviewers' names and review text, is processed on Customer's behalf under the Data Processing Addendum, which controls if it conflicts with these Terms.

The Service depends on third-party services, including Google Business Profile, an automation platform that carries reviews and Replies between Google and the Service, an AI model provider, Stripe and our hosting providers. They are listed on the sub-processor page. We are not responsible for their outages, for changes to their products, interfaces, policies or terms, or for their decisions, such as Google rejecting a reply or restricting a Profile.

If such a change makes part of the Service unavailable, we will use reasonable efforts to restore it or provide an alternative. If we cannot do so within a reasonable time, either party may terminate the affected part of the Service, and we will refund the prepaid fees for the unused part of the Subscription Term.

Some businesses are introduced to ReplyTune by independent partners in the ReplyTune Partner Program. A partner is not our employee, agent or representative. A partner cannot make promises, offer prices, discounts, trials or terms, or accept anything on our behalf; only the Agreement and the prices we publish bind us.

If a partner introduced Customer, we pay that partner a commission on Customer's subscription payments. Customer pays the same price either way. The partner can see Customer's business name, the contact details the partner entered, whether Customer's account is activated and subscribed, its plan, and the payments the commission is based on. The partner never sees Customer's reviews, Replies, Google data or payment details, and never receives access to Customer's account.

We may suspend all or part of the Service if Customer 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 and restore the Service promptly once the cause is resolved.

The Agreement begins when Customer accepts these Terms and continues while Customer has an Account. Customer may end it at any time by cancelling its subscription and deleting its Account, or by asking us to delete it. We may end it for convenience on 30 days' written notice, in which case we refund the prepaid fees for the unused part of the Subscription Term. Either party may end it on written notice if the other materially breaches the Agreement and does not cure the breach within 30 days.

When the Agreement ends, access to the Service ends and any fees owed become due. We delete Customer Content within 30 days, except records the law requires us to keep and data in backups, which expire as described in the Data Processing Addendum. Deleting the Account from the dashboard's account settings deletes it immediately. Replies already published on Google stay on Google unless Customer removes them, and Customer should also remove our Manager access from its Profile. Sections that by their nature should survive termination survive it, including those on fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and dispute resolution.

Each party confirms that it has the authority to enter into the Agreement. We warrant that the Service will perform materially as described in the Agreement. If it does not, Customer's remedy is for us to correct it or, if we cannot do so within a reasonable time, to terminate the affected Service and receive a refund of the prepaid fees for the unused part of the Subscription Term.

EXCEPT AS EXPRESSLY STATED IN THE 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, OR THAT USING THE SERVICE WILL AFFECT CUSTOMER'S RATINGS, RANKINGS OR REVENUE.

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 THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

These limits do not apply to Customer's obligation to pay fees, to either party's indemnification obligations, to Customer'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 Customer 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 Customer Content, from Replies, from third-party services, or from use of the Service in breach of the Agreement. If the Service is, or we believe it may be, subject to such a claim, we may modify it, obtain the right for Customer to keep using it, or terminate the affected Service and refund the prepaid fees for the unused part of the Subscription Term.

By Customer. Customer will defend us against any third-party claim arising from Customer Content (including the business facts and reply rules Customer provides), from Customer's products, services or business practices, from Replies Customer approved or that were published under automatic publishing Customer switched on, or from Customer's 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 the 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.

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 Account email address for Customer, 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 the 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

Customer may opt out of this arbitration agreement by emailing support@replytune.com within 30 days after it first accepts these Terms, giving the business name, the Account email address and a clear statement that it opts out of arbitration. Opting out does not affect any other part of the Agreement. If we make a material change to this section, Customer 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.

The 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 23. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Every version of these Terms carries a version number and an effective date. If we make a material change, we will tell Customer at least 30 days before it takes effect, by email or in the dashboard, and ask Customer to accept the new version in the dashboard. Customer's acceptance of the earlier version stays on record. If Customer does not accept the new version, it may cancel its subscription, and if the new version takes effect during a prepaid Subscription Term, we will refund the prepaid fees for the rest of that term.

Customer agrees to receive communications from us electronically, by email to the Account email address or in the dashboard, and agrees that they satisfy any legal requirement that a communication be in writing. The parties agree that accepting the 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 the 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. Customer 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.

• Entire agreement. The Agreement is the parties' entire agreement on its subject and supersedes prior agreements on it. The Data Processing Addendum controls on the processing of personal information; otherwise these Terms control over the other documents. Terms in a purchase order or similar document do not apply.
• Assignment. Neither party may assign the 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 the 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.
• Relationship. The parties are independent contractors. The Agreement creates no partnership, franchise, joint venture or employment relationship, and no agency other than the limited authority granted in the Reply Authorization.
• No third-party beneficiaries. The Agreement benefits only the parties.
• Publicity. We will not name Customer or use its logo as a customer reference 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 Customer go to the Account email address. 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 the Agreement remains in effect. A failure to enforce a provision is not a waiver.
• Interpretation. The Agreement is written in English, and the English version controls. Headings are for convenience only, and "including" means "including without limitation."

Questions about these Terms 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.