Terms of Service
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These Terms of Service form part of the Agreement governing the use of the Service provided by RepRover. (“RepRover”) to the customer defined in the Order Form (the "Customer"). By signing an Order Form or using the Service, the Customer agrees to these Terms of Service.
At RepRover, we make social media and crowd-sourced review management effortless for growing businesses. Our platform assists with replies at scale, helping you engage your audience, drive revenue, and maintain a unified brand voice across all platforms, including Facebook, Instagram, TikTok, Twitter, YouTube, Yelp, TripAdvisor, Angie’s List, Better Business Bureau, and Google Reviews. With 24/7 automated responses to comments and reviews, RepRover ensures no interaction goes unnoticed, transforming passive followers and reviewers into loyal customers. Whether you’re managing reviews or scaling engagement, RepRover is designed to boost your brand’s sales and customer retention, all while keeping your messaging unified.
1. Definitions
1.1 “Ad Account”: A predefined advertising account registered with RepRover and associated with advertising accounts on platforms like Facebook, TikTok, YouTube, Yelp, TripAdvisor, Angie’s List, Better Business Bureau, or Google Reviews.
1.2 “Social Media Account”: A predefined social media or review account, such as a Facebook page or an account on Instagram, TikTok, Twitter, YouTube, Yelp, TripAdvisor, Angie’s List, Better Business Bureau, or Google Reviews, registered with RepRover.
1.3 “Affiliate”: An entity controlled by, controlling, or under common control with a Party. Control is defined as holding fifty (50) percent or more of voting shares or having the ability to direct the Party’s affairs.
1.4 “Advertising Spend”: All charges payable by the Customer for advertising conducted with respect to an Ad Account.
1.5 “Agreement”: These Terms of Service, together with the Software Order Form and appendices governing the Service provided by RepRover.
1.6 “Facebook”: The social media platform and its associated services, including Instagram, Messenger, WhatsApp, and Facebook Audience Network.
1.7 “Software Order Form”: The agreement through which the Customer orders the Service. In case of conflict, the Software Order Form prevails over the Terms of Service unless explicitly stated.
1.8 “Party”: RepRover or the Customer individually. Together, they are referred to as the “Parties.”
1.9 “Service”: The RepRover software available as a service (SaaS) and any related ancillary services, including monitoring and managing customer reviews on crowd-sourced platforms such as Yelp, TripAdvisor, Angie’s List, Better Business Bureau, and Google Reviews.
1.10 “RepRover Software”: RepRover’s proprietary software, including updates and related documentation.
1.11 “Terms of Service”: These terms applicable to the use of the Service. RepRover may modify the Terms of Service, with updates taking effect 30 days after written notice to the Customer.
2. Service
2.1 The Service consists of SaaS tools provided by RepRover to manage social media engagement, crowd-sourced review platforms, and optimize advertising campaigns.
2.2 While the Service is designed to assist the Customer, the Customer is responsible for achieving their advertising goals and ensuring compliance with all applicable laws, including review management on platforms like Yelp, TripAdvisor, Angie’s List, Better Business Bureau, and Google Reviews.
2.3 RepRover may update or modify the Service as it evolves. Notice of major changes will be provided on the RepRover website.
2.4 The Service does not include any telecommunication or networking services, security systems, or hardware, which must be obtained separately by the Customer.
2.5 The Customer agrees not to use the Service for unlawful purposes and to comply with RepRover’s reasonable requests.
2.6 The Customer is responsible for compliance with all laws, regulations, and rules applicable to their advertising activities and engagement on review platforms.
3. Registration, Trial Period, and Analysis
3.1 The Customer must register before using the Service. RepRover will confirm the registration and associated Ad or Review Accounts.
3.2 Free trials and analyses are available as agreed between the parties.
4. Rights of Use and Proprietary Rights
4.1 RepRover grants the Customer a non-exclusive, non-transferable, limited right to use the Service for registered Ad or Review Accounts, subject to payment.
4.2 The Customer is prohibited from copying, modifying, or reverse engineering the Service and must ensure that any third party with access to the Service complies with these Terms of Service.
4.3 RepRover retains all intellectual property rights to the Service, while any Customer-owned materials provided remain the Customer’s property.
4.4 Suggestions for improvements to the Service provided by the Customer are fully assigned to RepRover.
4.5 Use of third-party services (such as Facebook, Yelp, TripAdvisor, Google Reviews) is governed by their respective terms.
5. Fees
5.1 Fees for the Service are defined in the Software Order Form. No fees apply during trial periods.
5.2 Fees are invoiced monthly, and payments must be made within 14 days of the invoice date.
5.3 RepRover may adjust fees with 30 days' notice. Customers can terminate the Agreement if they do not agree with the changes.
6. Warranties
6.1 RepRover will make reasonable efforts to ensure Service availability but does not guarantee uninterrupted service.
6.2 The warranty does not cover errors caused by improper use of the Service, changes made without RepRover's approval, or external disruptions.
6.3 RepRover disclaims all warranties beyond those explicitly stated, including implied warranties of merchantability and fitness for a particular purpose.
7. Indemnification and Limitation of Liability
7.1 RepRover will defend the Customer against intellectual property claims arising from RepRover’s actions.
7.2 The Customer will defend RepRover against claims resulting from the Customer’s use of the Service, including claims related to review platforms such as Yelp, TripAdvisor, Angie’s List, Better Business Bureau, or Google Reviews.
7.3 Neither Party will be liable for indirect, incidental, or consequential damages.
7.4 Each Party’s total liability will not exceed the fees paid by the Customer in the 12 months preceding the event giving rise to the liability.
8. Confidentiality
8.1 Each Party agrees to keep the other Party’s confidential information secure.
8.2 RepRover may use de-identified Customer data for market research and service improvements.
9. Term and Termination
9.1 The term of the Agreement is defined in the Software Order Form. Either Party may terminate the Agreement with written notice.
9.2 RepRover may terminate the Agreement with 30 days' notice.
9.3 Upon termination, the Customer must stop using the Service and destroy any materials provided by RepRover.
10. Processing of Data
10.1 The Customer is responsible for complying with all applicable data protection laws.
10.2 RepRover may process Customer data as described in the Data Processing Policy, forming part of these Terms of Service.
11. Applicable Law and Dispute Resolution
11.1 The Agreement is governed by the laws of California, USA.
11.2 Any disputes will be resolved through arbitration in Los Angeles, California.
12. General Provisions
12.1 RepRover may make changes to its systems and subcontractors.
12.2 RepRover may use the Customer’s name and logo for advertising purposes.
12.3 Neither Party may assign this Agreement without prior written consent.
12.4 No waiver of any term or right is valid without written consent.
12.5 Neither Party will be liable for failure to perform due to events beyond their control.
12.6 This Agreement constitutes the entire agreement between the Parties.
12.7 If any provision is invalid, it will be modified to be enforceable.