Terms of Service

1. Acceptance of Terms

By accessing or using ReviewsOS (“the Service”), operated by Y&E Group LLC, doing business as ReviewsOS (“we,” “our,” or “us”), you agree to be bound by these Terms of Service (“Terms”). If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

ReviewsOS is a business-to-business (B2B) software-as-a-service platform that helps home service businesses manage their online reputation. The Service includes:

• Google Business Profile review monitoring and management
• Technician performance tracking and attribution
• Customer tip collection and disbursement via Stripe
• QR code-based customer review flows
• Review invitations sent to your customers by text message (SMS) and email on your behalf, using contact information you provide
• Contact import via spreadsheet upload, CRM and field-service software integrations, and automation webhooks
• Branded review-invitation short links with click reporting and, where reported by your systems, delivery reporting
• Automated notifications via Discord, Google Chat, and other channels
• Team leaderboards and reporting

3. Account Registration

To use the Service, you must create an account with accurate and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used fraudulently.

4. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Post, solicit, or facilitate fake, fraudulent, or misleading reviews
• Interfere with or disrupt the Service or its infrastructure
• Attempt to gain unauthorized access to any part of the Service
• Send unsolicited communications (spam), or send any message without the consents and safeguards required by Section 7 (Customer Messaging and Communications Compliance)
• Reverse engineer, decompile, or disassemble any part of the Service
• Resell, sublicense, or redistribute the Service without our prior written consent

5. Third-Party Integrations

The Service integrates with third-party platforms including Google Business Profile, Google Chat, Discord, Stripe, and others. Your use of these integrations is subject to the respective third-party terms of service:

• Google: Your use of Google APIs through ReviewsOS is subject to the Google Terms of Service and the Google API Services User Data Policy.
• Stripe: Payment processing is provided by Stripe and is subject to the Stripe Services Agreement.
• Messaging and email delivery: Messages you send through the Service are transmitted through third-party messaging, email, and telecommunications providers and are subject to their acceptable-use and messaging policies, as described in Section 7.

We are not responsible for the availability, accuracy, or content of third-party services. You authorize us to access and use third-party services on your behalf to the extent necessary to provide the Service.

6. Payment Terms

6.1 Subscription Fees

Access to the Service may require payment of subscription fees. Fees are billed in advance on a recurring basis (monthly or annually) as specified at the time of purchase. All fees are non-refundable except as required by law or as expressly stated in these Terms.

Certain plans include usage allowances (for example, a monthly number of review invitations that resets each billing period, and a separate one-time allowance for historical re-engagement sends that does not refill). When an allowance is reached, additional sends are held rather than dropped, and are released automatically if headroom becomes available (for example, on allowance reset or plan upgrade) before the underlying job becomes stale; a held send relating to a job completed more than thirty (30) days earlier is suppressed rather than sent late. Held and suppressed sends are not separately charged. Some plans include one-time setup or registration fees (for example, carrier messaging registration), which are charged on the first invoice and are non-refundable. Cancellations take effect at the end of the current billing period, and no prorated refunds are provided except as required by law.

6.2 Tip Processing

ReviewsOS facilitates customer tips to service technicians through Stripe. Tips are processed through the organization's Stripe account. ReviewsOS is not a party to the tip transaction between the customer and the technician. Tip disbursement is subject to the organization's payout schedule and Stripe's processing timelines.

6.3 Tax Responsibility and Tip Taxation

(a) Platform Role. ReviewsOS facilitates digital tip payments from customers to service technicians via Stripe Connect. ReviewsOS serves as the payment settlement entity (PSE) for tax reporting purposes. ReviewsOS is not an employer, payroll service provider, tax advisor, accountant, financial planner, or money transmitter. All payment processing is performed by Stripe, a licensed payment processor. ReviewsOS does not determine the tax treatment of any payments processed through the Service.

(b) Stripe Terms. Use of the tipping feature requires agreement to Stripe's Connected Account Agreement and Stripe Services Agreement. ReviewsOS is not a party to the agreement between Stripe and the technician.

(c) 1099-K Reporting. ReviewsOS may facilitate the issuance of IRS Form 1099-K through Stripe for tip disbursements to service technicians when applicable federal or state reporting thresholds are met. The issuance of a 1099-K is governed by IRS rules and Stripe's reporting infrastructure. ReviewsOS makes no guarantee regarding the timing, accuracy, or completeness of any tax form generated by Stripe. Technicians are responsible for reporting all tip income to the appropriate tax authorities regardless of whether a Form 1099-K is issued.

(d) Organization (Employer) Responsibility. Tips processed through ReviewsOS are not reported by ReviewsOS to the technician's employer. Organizations have no proactive withholding obligation on tips that are not reported to them by their employees. However, organizations are solely responsible for determining whether any federal, state, or local tax obligations apply to tip income received by their workers, including potential obligations under IRC Section 3121(q). Organizations should consult with a qualified tax professional regarding their specific obligations.

(e) Technician (Recipient) Responsibility. Technicians and any other individuals who receive tip payments through the Service are solely responsible for:

• Reporting all tip income to the appropriate tax authorities, including on their personal tax returns
• Reporting tips to their employer as required by applicable law
• Paying all applicable federal, state, and local income taxes and employment taxes on tip income
• Determining eligibility for any tax deductions, including the qualified tip income deduction under the One Big Beautiful Bill Act
• Maintaining adequate records of all tip income received

Tips not reported to an employer may be reported using IRS Form 4137 or any other required forms for tip income.

(f) No Tax Advice. Nothing in the Service, including any documentation, marketing materials, customer communications, or features, constitutes tax, legal, or financial advice. Any information provided by ReviewsOS regarding tax laws, deductions, or reporting requirements is for general informational purposes only and may not reflect the most current legal developments. Tax laws are complex, vary by jurisdiction, and are subject to change. All parties using the Service are strongly encouraged to consult with a qualified tax professional or CPA before making any tax-related decisions.

(g) Limitation of Liability for Tax Matters. ReviewsOS shall not be liable for any taxes, penalties, interest, fines, or other charges arising from: (i) any party's failure to comply with applicable tax laws; (ii) any party's reliance on information provided by ReviewsOS regarding tax matters; (iii) the failure or delay of Stripe or any third-party service to generate, file, or deliver tax forms; or (iv) any changes in tax laws, regulations, or IRS interpretations that affect the tax treatment of tip payments processed through the Service.

(h) Indemnification for Tax Claims. You agree to indemnify and hold harmless the ReviewsOS Indemnitees (as defined in Section 12) from any claims, damages, losses, or expenses (including reasonable legal fees) arising from or related to your tax obligations, your failure to comply with applicable tax laws, or any dispute with a tax authority regarding payments processed through the Service. This indemnification obligation is in addition to, and not in limitation of, the general indemnification obligations set forth in Section 12.

6.4 Price Changes

We may change our fees upon 30 days' prior notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

7. Customer Messaging and Communications Compliance

This Section 7 applies whenever you use the Service to send review invitations or other communications to your customers by text message (SMS/MMS/RCS) or email (“Messages”). “Contact Data” means the names, telephone numbers, email addresses, and related information you upload, import, enter, or synchronize into the Service. “Messaging Laws” means all applicable laws and regulations governing electronic communications and marketing, including the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing regulations (47 C.F.R. § 64.1200), the FTC Telemarketing Sales Rule, the CAN-SPAM Act, federal and state do-not-call rules and registries, state telephone solicitation and commercial messaging statutes (including, without limitation, those of Florida, Oklahoma, Washington, Maryland, Connecticut, and Texas), the FTC Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), and Section 5 of the FTC Act. “Messaging Program Rules” means the then-current requirements of the CTIA Messaging Principles and Best Practices, A2P 10DLC brand and campaign registration requirements, the acceptable-use and messaging policies of our upstream messaging and email providers, and the bulk-sender requirements of major mailbox providers, together with any messaging rules we publish or communicate to you.

7.1 You Are the Sender; We Are a Service Provider

ReviewsOS is a technology platform. We provide the software that enables you to send Messages, but we do not author, initiate, or control the content, timing, or recipients of your Messages. Every Message sent through the Service is created, configured, authorized, and initiated by you, to recipients you select, using content you approve. Your configuration or activation of any template, campaign, or automation constitutes your approval of every Message sent under it, and any template, sample copy, or suggested cadence we make available is an optional starting point that you adopt as your own content when you use it. This includes any message content, template, cadence, or campaign that we draft, configure, install, or deploy in or for your sending account at your request, whether as part of onboarding, setup, or any managed or done-for-you service: it is provided at your direction and subject to your review and approval, and you approve it as your own content by permitting it to send.

As between you and us, you — and not ReviewsOS or Y&E Group LLC — are the “seller,” “initiator,” “sender,” and “message sender” of every Message for all legal, regulatory, carrier, and industry purposes, including under the TCPA, the CAN-SPAM Act, state messaging statutes, and the Messaging Program Rules. Each Message must clearly identify your business — the party that obtained the recipient's consent — as the sender, and, where a physical postal address is required by law (as it is in commercial email), it is your responsibility to give us a valid postal address for your business and to ensure it appears in those Messages. You may not configure or cause any Message to identify ReviewsOS or Y&E Group LLC as the seller, advertiser, or sender. Messages may be transmitted using telephone numbers, sending domains, and link domains that we operate and share among customers; our operation of that shared infrastructure at your direction does not make us the sender of your Messages and does not relieve you of any obligation under these Terms.

We do not provide legal advice. No template, default, setting, warning, or absence of a warning in the Service is a representation that your use complies with Messaging Laws or the Messaging Program Rules, and use of the Service does not guarantee compliance. You are solely responsible for making that determination, in consultation with your own legal counsel if appropriate.

7.2 Consent: Your Core Representation

You represent, warrant, and covenant that you have all required rights and consents to contact your customers by text message and email through ReviewsOS, and specifically that, at the time each Message is sent:

• You have obtained and continue to hold the level of consent required by applicable Messaging Laws for that Message on that channel — including prior express written consent for any Message containing marketing or promotional content. ReviewsOS treats review invitations as marketing for consent purposes, regardless of how you characterize them, and you are responsible for obtaining consent at that standard.
• Each consent was given to your business directly, identifies your business by the name under which Messages are sent, and covers the channel and subject matter of the Message. You will not send Messages in reliance on consent that was purchased, rented, shared, inherited from another business, obtained from a list broker or lead vendor, or given to anyone other than you.
• All Contact Data was collected lawfully by you in the course of your own customer relationships, and you have all rights and authorizations necessary for us and our service providers to receive, store, and process it and to transmit Messages to it. A completed job, invoice, or transaction record — including one synchronized from your CRM or field-service software — is not, by itself, consent to be contacted by text or email, and consent obtained for operational purposes (such as scheduling, dispatch, or billing) does not extend to review invitations.
• You will independently re-verify consent before sending to Contact Data more than eighteen (18) months old, and you will not rely on an “established business relationship” as a substitute for consent where consent is required.

7.3 Proof of Consent

You will create and retain records sufficient to prove each recipient's consent — including the date and time of consent, the medium through which it was obtained, the disclosure language presented, the program or campaign it covers, and the telephone number or email address it applies to — and retain them, together with all opt-out and revocation records, for at least five (5) years. You will produce the proof of consent for any recipient within five (5) business days of our written request (made, for example, in connection with a complaint, carrier or provider inquiry, regulatory inquiry, or claim). Failure to do so is a material breach of these Terms and grounds for immediate suspension of sending.

7.4 Opt-Outs, Suppression, and List Hygiene

• Every text-message program must disclose opt-out instructions at least in the initial Message to each recipient and periodically thereafter (for example, “Reply STOP to opt out”), and must respond to “HELP” with the program or business name and a contact method. Every commercial email Message must contain a clearly and conspicuously identified, functioning unsubscribe mechanism that operates for at least thirty (30) days after sending, a non-deceptive subject line and header information, and your valid physical postal address. These disclosure obligations are yours, not ours: where Messages are composed or transmitted using content you have approved or configured, we do not add, verify, or supplement opt-out, HELP, or unsubscribe disclosures unless you direct us to include them, and it is your responsibility to tell us whether you want them inserted on your behalf.
• You will honor every request to stop receiving Messages, made by any reasonable means, promptly and within the shortest period required by applicable law (and never more than ten (10) business days). Replies such as “STOP,” “END,” “CANCEL,” “QUIT,” “OPT OUT,” “REVOKE,” and “UNSUBSCRIBE” — and any other reasonable expression of a desire not to receive further Messages — are effective opt-outs regardless of capitalization or punctuation.
• You will not designate an exclusive opt-out channel or impose any fee, login, or form requirement as a condition of opting out. After an opt-out, at most one confirmation message may be sent, promptly, with no marketing content.
• You will maintain a suppression list of everyone who has opted out, apply it across all of your campaigns and channels, and never remove anyone from it except upon fresh, documented consent.
• You will not circumvent, and will not permit anyone to circumvent, any opt-out, suppression, or filtering mechanism — including by re-uploading or re-synchronizing suppressed contacts, sending to a suppressed recipient from a different number, domain, account, brand, or organization, distributing similar traffic across multiple sending identities, or crafting content designed to evade unwanted-message detection.
• You will not sell, exchange, or transfer the telephone number or email address of anyone who has opted out, except as required by law.
• You are solely responsible for scrubbing Contact Data against the federal Do-Not-Call Registry and applicable state registries, maintaining an internal do-not-call list with a written policy, processing carrier number-deactivation data and removing deactivated numbers, and observing all quiet-hour restrictions (federal law permits telephone solicitations only between 8:00 a.m. and 9:00 p.m. at the recipient's location, and several states impose narrower windows). We may apply platform-level suppression across our infrastructure, but doing so does not transfer any of these obligations to us.

7.5 Prohibited Messaging

You may not use the Service to send any Message: (a) to a recipient whose required consent you do not hold, including any number or address from a purchased, rented, scraped, or other third-party list; (b) to a number on the federal or an applicable state Do-Not-Call registry or on your own suppression list, absent a documented exemption; (c) outside legally permitted hours; (d) containing or promoting sex or adult content, hate, alcohol, firearms, tobacco or vaping products, cannabis, gambling, illegal substances, payday or high-cost lending, debt relief or credit repair, third-party lead generation, or deceptive cryptocurrency or investment offers; (e) that is unlawful, fraudulent, deceptive, harassing, or defamatory, or that falsifies or misrepresents the identity or origin of the Message; (f) on behalf of, or advertising the goods or services of, anyone other than your business; (g) containing links created with public or shared third-party URL-shortening services (the review-invitation links generated by the Service are not such links), chained redirects other than those the Service itself performs, or cloaked destinations; (h) at a volume, cadence, or use inconsistent with your registered messaging use case or your plan limits; or (i) in any manner that would cause us or our upstream providers to violate any law, Messaging Program Rule, or upstream agreement. You are responsible for all use of the Service under your account, including by your employees, contractors, agents, and anyone you allow to access it, and you will promptly notify us of any complaint, demand, or claim relating to your Messages.

7.6 Carrier Registration and Your Own Policies

Carrier rules require that the business on whose behalf text messages are sent be registered as the messaging “brand” in its own legal name and under its own tax identification number, and that a registration not be shared among multiple senders. You will complete that registration, or authorize us to complete it on your behalf, and will provide complete, accurate, and current information for brand registration, campaign registration, and vetting — including a publicly accessible opt-in form URL, a compliant privacy policy URL, a terms-of-service URL, and accurate sample messages — and will update it promptly when anything changes. Where we or our team assist with or facilitate any brand, campaign, or number registration, we do so solely as a convenience, acting on information you supply: the registration is your filing, made in your name and on your behalf; you are solely responsible for the accuracy, completeness, and currency of all registration information (including your legal name, tax identification number, use-case description, opt-in materials, and sample messages); and we have no obligation to verify any of it and no responsibility or liability for any inaccuracy or misclassification in it or for any resulting registration outcome. The use case you register must accurately describe the Messages you actually send, and you will not send outside it. Consent checkboxes may not be pre-selected, and your privacy policy must state that mobile contact information will not be shared with third parties or affiliates for their marketing or promotional purposes. Your opt-in call-to-action must clearly disclose the program or brand name, the purpose and expected frequency of Messages, that message and data rates may apply, and how to get help and opt out (for example, “Reply HELP for help, STOP to cancel”). You will maintain and conspicuously display your own consumer-facing terms of service and privacy policy, accessible from your opt-in call-to-action, affording recipients protection at least equal to that described in this Section 7. If a campaign, brand, or sending identity is suspended, throttled, or rejected, you will not attempt to send similar traffic through another campaign, brand, account, or organization while the suspension is under review. You acknowledge that registration may be denied, revoked, or throttled by carriers or registries for reasons outside our control, that unregistered traffic is blocked by major carriers, and that we have no liability for any of the foregoing. You are also solely responsible for determining whether any state telemarketing registration, licensing, or bonding requirement applies to your business and for satisfying it before sending.

7.7 Carrier Fees, Fines, and Pass-Through Charges

You are responsible for all carrier, registry, aggregator, and provider fees, surcharges, and cost-recovery charges attributable to your use of the Service. You will additionally reimburse us for any fine, penalty, violation fee, or assessment imposed by any carrier, registry, aggregator, mailbox provider, or upstream provider — whether assessed against us directly or against any account, sub-account, or platform through which we transmit your Messages — that is attributable to your Messages or your breach of these Terms, including carrier severity-level content and program-evasion fees, which may be assessed at up to ten thousand dollars ($10,000) per instance.

7.8 Upstream Providers

The Service depends on agreements with upstream messaging, email, and platform providers that require us to bind our customers to terms at least as restrictive as those we owe upstream and to maintain terms and policies providing a level of protection at least equal to that provided to us. This Section 7 is imposed in part to satisfy those requirements, and we may update the Messaging Program Rules as necessary to remain in compliance with them, effective upon notice. If an upstream provider requests or requires that we suspend or terminate your messaging, your campaigns, or your account, we may do so immediately, without prior notice and without opportunity to cure, and doing so is not a breach of these Terms.

7.9 Suspension, Throttling, and Monitoring

We may throttle, delay, queue, filter, suspend, block, or refuse to transmit any Message, campaign, sending identity, or account — in whole or in part, without liability to you or any third party — where we determine that: you have breached, or we reasonably believe you have breached, this Section 7 or the Messaging Program Rules; action is necessary or advisable to prevent harm to us, our other customers, any recipient, or any third party, or to protect the security, deliverability, or reputation of the Service or of any shared telephone number, sending domain, link domain, or other shared resource; your traffic exhibits elevated error, bounce, complaint, unsubscribe, or opt-out rates or other characteristics of unwanted messaging; a carrier, registry, provider, regulator, or law-enforcement authority requests, requires, or recommends it; or you fail to produce proof of consent under Section 7.3. We may publish quantitative deliverability thresholds; where a threshold published by us, an upstream provider, a carrier, or a mailbox provider differs, the strictest applicable threshold governs, and no published threshold creates an entitlement to send up to it. Messages exceeding a daily volume ceiling may fail without being queued or retried. We will make commercially reasonable efforts to notify you of action taken under this Section and to restore service once the underlying condition is resolved, but we may act without prior notice, and you remain responsible for fees during any suspension arising from your breach or your traffic. You agree that we may monitor, scan, and analyze Messages, Contact Data, and related metadata to operate the Service, enforce these Terms, respond to complaints and inquiries, and protect deliverability; we have no obligation to monitor, and no monitoring creates a duty to you or to any recipient.

7.10 Review Solicitation Rules

You will use the Service to solicit only genuine reviews from people who have had an actual experience with your business, and you will comply with the FTC Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465) and with the terms and policies of Google and every other review platform to which the Service directs reviews. In particular, you will not:

• Create, purchase, incentivize, submit, or disseminate fake reviews, including reviews that misrepresent the reviewer's existence or actual experience or reviews generated by artificial intelligence and presented as genuine customer reviews;
• Engage in “review gating” — soliciting reviews only from customers you expect to be positive, or using surveys, satisfaction screens, or sentiment prediction to steer satisfied customers toward public review platforms while diverting dissatisfied customers to a private channel;
• Offer, provide, or imply any payment, discount, gift, or other thing of value in exchange for, or conditioned on, a review expressing a particular sentiment; where you provide anything of value in connection with a review at all, you are solely responsible for all legally required disclosures and for compliance with each platform's stricter rules (Google prohibits incentivized reviews entirely);
• Solicit reviews from your owners, officers, employees, contractors, or their immediate relatives without the disclosures required by law; set review quotas for personnel; compensate personnel based on the number or rating of reviews obtained; or direct anyone to solicit reviews containing specific content, including reviews naming a particular technician;
• Use unfounded legal threats, intimidation, or false public accusations to prevent or remove a review, or present a curated subset of reviews as representative of all reviews received;
• Condition any benefit to a customer — including in any flow that presents tipping and a review invitation together — on the writing of a review or on the sentiment of a review, or permit your personnel to solicit or influence the content or rating of a review in connection with a gratuity.

Features of the Service that attribute reviews to individual technicians or display team scoreboards are provided for your internal performance measurement only, and you are solely responsible for ensuring that any compensation or recognition program you operate around them complies with 16 C.F.R. Part 465 and applicable platform policies. As described in Section 10, we have no control over any review platform's decisions, including the removal or filtering of reviews or the suspension of your business listing.

8. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your data, including data obtained through Google APIs.

You retain ownership of all data you provide to the Service. You grant us a limited, non-exclusive license to use, process, and store your data solely to provide, secure, and support the Service.

With respect to Contact Data and other personal information about your customers, we act solely as your service provider and processor: we process it only on your instructions and for the purposes of providing the Service; we do not sell or share it; we do not retain, use, or disclose it for any commercial purpose other than performing the Service; and we do not combine it with personal information obtained from other sources except as permitted by applicable law. We maintain commercially reasonable administrative, technical, and organizational safeguards for that data, will notify you without undue delay of any confirmed breach of security affecting it, may use vetted subprocessors (such as hosting, database, payment, and message-delivery providers) to perform the Service, and will delete it following termination of your account as described in our Privacy Policy.

9. Intellectual Property

The Service, including its design, features, code, documentation, and branding, is owned by ReviewsOS and is protected by applicable intellectual property laws. These Terms do not grant you any rights to our trademarks, logos, or other brand features.

You may not copy, modify, distribute, sell, or lease any part of the Service without our prior written consent.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any defects will be corrected. We do not guarantee the accuracy or completeness of any data obtained through third-party integrations, including Google Business Profile data.

No Control Over Third-Party Platforms. Google and other third-party platforms may remove, filter, or decline to publish reviews, suspend or terminate business listings or accounts, or change their policies, features, rankings, or APIs at any time and at their sole discretion. We have no control over, and assume no responsibility or liability for, any action Google or any other third-party platform takes with respect to your business listing, your reviews, or your accounts — including listing suspensions or removals, review filtering or removal, and ranking or visibility changes — whether or not such action occurs while you are using the Service or relates to activity conducted through the Service.

No Guarantee of Review Outcomes. Reviews are written by your customers and reflect their independent opinions. We do not and cannot guarantee that review invitations will result in reviews, that reviews will be positive, or that any particular star rating, review volume, ranking, or business outcome will be achieved. Negative reviews, including one-star reviews, are an inherent possibility of soliciting authentic customer feedback. We do not draft, edit, filter, or suppress review content, and we are not responsible for the content of any review.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REVIEWSOS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THE FOREGOING EXCLUSIONS AND CAP LIMIT OUR LIABILITY ONLY, AND DO NOT APPLY TO OR LIMIT: (i) YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.3(h) OR SECTION 12; (ii) YOUR PAYMENT AND REIMBURSEMENT OBLIGATIONS, INCLUDING UNDER SECTION 7.7; OR (iii) YOUR LIABILITY FOR BREACH OF SECTION 7. YOU ACKNOWLEDGE THAT MESSAGING LAWS PROVIDE FOR STATUTORY DAMAGES ON A PER-MESSAGE BASIS, WHICH MAY BE MULTIPLIED FOR WILLFUL VIOLATIONS AND WHICH, IN THE AGGREGATE OR IN A CLASS OR REPRESENTATIVE ACTION, MAY GREATLY EXCEED THE FEES PAID UNDER THESE TERMS, AND YOU AGREE THAT THE ALLOCATION OF RISK IN THESE TERMS REFLECTS THAT ACKNOWLEDGMENT AND IS A FUNDAMENTAL BASIS OF THE BARGAIN.

12. Indemnification

You agree to defend, indemnify, and hold harmless ReviewsOS, Y&E Group LLC, and their respective parents, subsidiaries, and affiliates, and each of their respective owners, members, officers, directors, employees, contractors, agents, and representatives (collectively, the “ReviewsOS Indemnitees”) from and against any and all claims, demands, actions, investigations, regulatory inquiries, damages, losses, liabilities, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys' fees and the costs of any investigation, whether or not a formal proceeding is commenced) arising out of or related to:

• Your use of the Service
• Your violation of these Terms
• Your actual or alleged violation of any applicable law or third-party rights
• Content or data you provide through the Service, including your Contact Data and its collection, provenance, accuracy, and lawfulness
• Your Messages, including your obtaining, documenting, maintaining, or honoring of (or failure to obtain, document, maintain, or honor) any consent, revocation, or opt-out, and the origination, timing, frequency, recipients, or content of any Message
• Your actual or alleged violation of any Messaging Law or Messaging Program Rule (as defined in Section 7), including claims brought as class, collective, representative, or mass actions and claims seeking statutory, multiplied, or trebled damages
• Any fine, penalty, or pass-through charge described in Section 7.7
• Any dispute between you and any recipient of your Messages, any of your customers, or any of your employees, technicians, or contractors

This obligation applies whether the underlying claim is actual or merely alleged, includes amounts payable to third parties (including statutory damages, multiplied or trebled damages, civil penalties, and awards in class or representative actions), and applies to claims arising from the acts or omissions of your employees, contractors, agents, and anyone you permit to use your account. We will notify you of any claim for which we seek indemnification, but a failure or delay in doing so relieves you of your obligations only to the extent you are materially prejudiced by it. We may, at our option and expense, participate in the defense with counsel of our own choosing, and we may assume sole control of the defense of any claim, at your expense, where the claim seeks non-monetary relief against a ReviewsOS Indemnitee, involves a regulator or law-enforcement authority, or where we reasonably determine that your counsel has a conflict or is not diligently defending. You may not settle any claim in a way that imposes any obligation or admission on a ReviewsOS Indemnitee without our prior written consent. This Section 12 is in addition to, and not in limitation of, the indemnification in Section 6.3(h); it survives termination of these Terms; and, as stated in Section 11, it is not subject to the limitation of liability.

13. Termination

Either party may terminate these Terms at any time. You may stop using the Service and request account deletion by contacting us at support@reviewsos.io.

We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You breach these Terms
• Your use of the Service poses a security risk or may cause harm to other users
• We are required to do so by law

Upon termination, your right to use the Service ceases immediately. We will delete your data in accordance with our Privacy Policy.

14. Modifications to Terms

We may update these Terms from time to time. When we make material changes, we will notify you via email or through a prominent notice on the Service at least 30 days before the changes take effect. Continued use of the Service after the effective date of changes constitutes acceptance of the updated Terms.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

Except where prohibited by applicable law, the state and federal courts located in the State of Wyoming shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to personal jurisdiction and venue in those courts.

Class Action Waiver. To the maximum extent permitted by law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private-attorney-general proceeding. Claims of more than one customer or user of the Service may not be litigated jointly or consolidated with those of any other customer or user. If this waiver is held unenforceable as to a particular claim, it is severable as to that claim only, and the remainder of these Terms remains in full force.

Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of or relating to these Terms or the Service.

16. General

Survival. Sections 6.3, 7.2, 7.3, 7.7, 8 (as to data-handling obligations), 9, 10, 11, 12, 15, and 16 survive any termination or expiration of these Terms, together with any other provision that by its nature should survive.

Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible so as to give effect to its intent, and the remaining provisions will continue in full force and effect.

No Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later.

Entire Agreement. These Terms, together with our Privacy Policy and any order, checkout, or subscription terms you accept, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements on that subject.

Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Notices. We may provide notices to the email address associated with your account. Notices to us should be sent to support@reviewsos.io.

Third-Party Beneficiaries. The ReviewsOS Indemnitees are intended third-party beneficiaries of Sections 11 and 12 and may enforce them; these Terms otherwise create no third-party rights.

Force Majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including carrier or upstream-provider outages or policy actions, actions of third-party platforms, and acts of God.

17. Contact Us

If you have any questions about these Terms, please contact us at:

Y&E Group LLC, d/b/a ReviewsOS
Email: support@reviewsos.io