Terms & Conditions

These Terms & Conditions (the “T&C”) govern access to and use of the Reputation Builds platform. They are incorporated into, and form part of, the Master Subscription Agreement (the “MSA”) between Commerce Builds, Inc. (DBA Reputation Builds) and Customer. If there is a conflict, the MSA controls over these T&C except as stated in the MSA’s order-of-precedence provision.

1. Acceptance

These Terms & Conditions constitute a legally binding agreement between Customer and Reputation Builds. Customer may not use the Platform if it does not agree to these T&C. Authorized Users must be at least 18 years old. The Platform is offered exclusively to businesses, not to individual consumers acting in a personal or household capacity.

Affirmative acceptance. At account creation or first login, Customer will be presented with a prompt to affirmatively accept these T&C. Access to the Platform is conditioned on completing that acceptance step.

2. The Platform

2.1 What We Provide

The Platform helps businesses manage their online reputation and local visibility. Core features may include: collecting and responding to reviews; managing Google Business Profile listings; generating AI-assisted review responses and public-facing business posts; ingesting transactional data to power review-request workflows; and providing analytics and reporting.

2.2 License

Subject to these T&C and the MSA, and payment of applicable fees, Reputation Builds grants Customer a limited, non-exclusive, non-transferable right to access and use the Platform for Customer’s internal business purposes during the subscription term.

2.3 Beta Features

Beta Features are provided “as is” without warranties or indemnities, are excluded from the Availability Commitment in Section 12.1, may be modified or discontinued at any time without notice, and may be subject to additional terms. Customer uses Beta Features at its own risk.

2.4 Changes to the Platform

Reputation Builds may add, modify, or discontinue Platform features from time to time. Where practicable Reputation Builds will provide advance notice of changes that would materially reduce core functionality.

2.5 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond that party’s reasonable control, including acts of God, natural disasters, pandemic or epidemic, war, terrorism, labor actions, governmental action, utility or telecommunications failures, hosting-provider failures or outages, denial-of-service attacks, or changes to third-party platform APIs or availability (including Google Business Profile and AI model providers).

3. Customer Responsibilities

3.1 Account Accuracy

Customer must provide accurate, current, and complete information to establish and maintain its account, and promptly update such information as needed.

3.2 Customer Data

Customer is responsible for the accuracy, quality, legality, and completeness of all data it provides to or through the Platform (“Customer Data”). Customer represents that it has all rights and consents necessary to provide Customer Data and to authorize Reputation Builds to process it as described in these T&C.

3.3 Configuration

Customer controls, through Platform settings, whether AI-assisted content is queued for review before publication or published automatically. Customer is responsible for its chosen configuration and for all content published under its Locations’ profiles or to any third-party platform.

3.4 Authorized Users

Customer is responsible for ensuring its Authorized Users comply with these T&C and the Acceptable Use Policy. Customer will not share credentials beyond its Authorized Users and will promptly notify Reputation Builds of any suspected unauthorized access.

4. Platform-Specific Data Practices

Reputation Builds operates a consumer-facing Privacy Notice managed through Termly (our consent management platform), currently published at reputationbuilds.com/privacy. That notice covers general data collection, cookies, and user rights. This Section 4 supplements that Privacy Notice with platform-specific data practices that govern the B2B relationship between Reputation Builds and its business customers.

4.1 SMS Workflow Data

When Customer uses the Platform’s review-request features, the Platform may transiently process phone numbers and message templates supplied by Customer in order to format and hand off messages to Customer’s own third-party messaging provider. Reputation Builds does not store opt-in records, message delivery status, or carrier-level consent data. Those records reside entirely within Customer’s own messaging provider’s system.

4.2 Sensitive Data Prohibition

The Platform is not designed to receive or process sensitive personal information such as health or medical data, government identification numbers, financial account numbers, biometric identifiers, or the personal information of children under 13. Customer will not submit such data through the Platform.

4.3 B2B Scope; Service Provider Role

When Reputation Builds processes personal data on Customer’s behalf in providing the Services, Reputation Builds acts as a service provider or processor governed by the Data Processing Addendum, not by Reputation Builds’ consumer-facing Privacy Notice. Customer, as the business/controller, is responsible for providing all required notices to, and obtaining all required consents from, its own end customers.

4.4 U.S.-Only Processing; No GDPR

The Platform is hosted and operated in the United States and is intended for use by U.S.-based businesses. Reputation Builds does not offer the Platform for the processing of personal data subject to the EU General Data Protection Regulation (GDPR) or the UK GDPR. Customer will not use the Platform to transfer to Reputation Builds personal data originating from the European Economic Area, the United Kingdom, or Switzerland.

5. SMS and Review-Request Messaging

5.1 Customer’s Sole Responsibility for SMS Compliance

Customer bears full and exclusive responsibility for all aspects of SMS and electronic messaging conducted in connection with its use of the Platform, including:

• Obtaining, documenting, and maintaining all legally required consents and opt-ins before sending any message
• Presenting compliant opt-in disclosures at the point of consent
• Honoring opt-out requests (STOP, UNSUBSCRIBE, END, QUIT) and HELP requests promptly
• Complying with the TCPA, CAN-SPAM Act, CTIA guidelines, carrier and provider policies, and all other applicable laws
• All fees, charges, surcharges, fines, and penalties imposed by Customer’s messaging provider, carriers, aggregators, or regulators
• The accuracy, currency, completeness, and lawful sourcing of all contact data supplied to the Platform

5.2 No Delivery Warranty

Reputation Builds does not warrant that any message will be delivered and is not liable for delays, failures, filtering, or blocking.

5.3 SMS Indemnification

Customer will defend, indemnify, and hold harmless Reputation Builds and its affiliates and their respective officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, fines, penalties, settlements, and costs (including reasonable attorneys’ fees) arising out of or relating to: (a) any text, SMS, MMS, or other electronic communication generated, triggered, scheduled, or sent in connection with Customer’s use of the Platform; (b) Customer’s consent, opt-in, opt-out, or suppression practices; (c) any claim under the TCPA, CAN-SPAM, CTIA guidelines, carrier policies, or any analogous law or rule; and (d) the reliability, accuracy, or lawfulness of Customer’s contact data. This indemnity is co-extensive with and not additive to the SMS indemnity in MSA Section 3.5; the 2× cap is an aggregate cap across both provisions. Customer’s total aggregate liability under this Section 5.3 and MSA Section 3.5 combined will not exceed two (2) times the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability.

5.4 Suspension of Messaging Features

Reputation Builds may suspend or limit the review-request and other messaging features of the Platform, without liability, if Reputation Builds reasonably suspects non-compliant use or if a provider, carrier, or regulator requires such suspension.

6. AI-Assisted Features

The Platform uses AI models (including models provided by Anthropic and Google) to help generate review responses and public-facing business posts. By publishing, or by enabling automatic publication of, any AI-assisted content to a Location’s profile or any third-party platform, Customer reviews, adopts, approves, and authorizes that content as its own. Reputation Builds will not use Customer personal data to train third-party foundation AI models.

7. Review Integrity and FTC Compliance

The Platform must not be used in any manner that violates review integrity requirements, including the Federal Trade Commission’s Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465, effective August 2024) or any analogous state law. Without limiting the foregoing, Customer will not use the Platform to:

• Create, post, or facilitate fake, fraudulent, deceptive, or misleading reviews or ratings
• Suppress negative reviews or selectively solicit reviews using any sentiment-gating mechanism that routes only satisfied customers to a review request
• Offer, provide, or condition compensation or incentives in exchange for reviews without clear and conspicuous disclosure
• Misrepresent the identity, affiliation, or source of any reviewer or review response
• Use insider reviews without clear and conspicuous disclosure of the material relationship
• Take any action against reviewers for leaving negative reviews, including through legal threats or other intimidation

8. Acceptable Use

Customer’s use of the Platform is subject to the Reputation Builds Acceptable Use Policy, which is incorporated by reference. In addition, Customer will not: use the Platform for the benefit of anyone other than Customer and its Authorized Users; sell, resell, sublicense, rent, or lease the Platform; reverse engineer, decompile, or copy the Platform or use it to build a competing product; store or transmit infringing, defamatory, unlawful, or malicious content; circumvent any usage limit or security control; or use the Platform in violation of applicable law. Customer must not upload or use content that infringes third-party intellectual property rights.

9. Third-Party Platforms

The Platform interoperates with third-party services including Google Business Profile, Customer’s messaging and telephony providers, and AI model providers. Customer’s use of those services is governed by their own terms, and Reputation Builds is not responsible for them.

10. Fees and Payment

Fees are set out in the applicable Order. Payment obligations are non-cancelable and fees paid are non-refundable except as expressly stated. Undisputed amounts not paid when due may accrue interest at 1.5% per month or the maximum rate permitted by law.

Fee changes. Reputation Builds may change subscription fees at the start of any renewal term on at least sixty (60) days’ advance written notice. If Customer does not accept a fee change, it may cancel before the renewal term begins in accordance with Section 11.1.

11. Term, Auto-Renewal, and Termination

11.1 Auto-Renewal

11.2 Term

The subscription term begins on the date stated in the Order and continues for the term stated, subject to the auto-renewal provisions above.

11.3 Termination for Cause

Either party may terminate for the other’s material uncured breach on thirty (30) days’ written notice, or immediately upon the other party’s insolvency.

11.4 Effect of Termination

Upon termination, Customer’s right to access the Platform ends, but all amounts accrued before termination remain due. Sections that by their nature should survive termination will survive.

12. Warranties and Disclaimers

12.1 Limited Warranty and Service-Level Credits

During an active subscription term the Platform will materially conform to its then-current documentation under normal use, and Reputation Builds will use commercially reasonable efforts to make the Platform available at least 99.9% of the time each calendar month (the “Availability Commitment”), excluding: (a) scheduled or emergency maintenance; (b) issues caused by Customer’s actions or configurations; (c) third-party services; (d) permitted suspensions; and (e) force majeure events.

If actual monthly availability falls below the Availability Commitment, Customer may request a service credit within thirty (30) days after the affected month. Credits apply against future fees only and are not redeemable for cash. These credits are Customer’s sole and exclusive remedy for any failure to meet the Availability Commitment.

12.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THE MSA, THE PLATFORM AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REPUTATION BUILDS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

13. Data

13.1 Customer Data Ownership and License

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Reputation Builds a non-exclusive license during the subscription term to host, copy, process, analyze, transmit, and display Customer Data solely to provide, maintain, secure, support, and improve the Platform and to comply with law, excluding use to train third-party foundation AI models.

13.2 Aggregated Data

Reputation Builds may create and use aggregated, de-identified data derived from Customer Data and platform usage for analytics, benchmarking, and to develop and improve the Platform, excluding use to train third-party foundation AI models.

13.3 Data Retention and Export

Following termination or expiration, Reputation Builds may retain Customer personal data for up to twenty-four (24) months for legitimate business records or as required by law. During the subscription term Customer may export Customer Data using the self-service tools in the Platform. For thirty (30) days following termination Customer may request a one-time data export.

13.4 Security

Reputation Builds will maintain reasonable administrative, technical, and physical safeguards to protect Customer Data, as further described in the Data Processing Addendum.

13.5 No PHI; Not a HIPAA Business Associate

The Platform is not designed or intended to receive, store, or process protected health information (“PHI”) as defined under HIPAA. Customer will not submit PHI to the Platform. Reputation Builds is not a “business associate” of Customer.

14. Confidentiality

Each party will protect the other’s non-public confidential information using at least reasonable care, will use it only to perform under the MSA and these T&C, and will not disclose it except to personnel with a need to know. These obligations continue for five (5) years after termination, and indefinitely for trade secrets.

15. Limitation of Liability

The limitations of liability and the mutual liability cap set out in the MSA apply to these T&C and to all use of the Platform. For reference, the MSA cap exceptions are:

• Customer’s payment obligations: not capped.
• Customer’s general indemnification obligations under MSA Section 8.3: capped at five (5)× trailing 12-month fees (except for fraud, gross negligence, or willful misconduct).
• Customer’s SMS indemnification under Section 5.3 of these T&C and MSA Section 3.5 (aggregate): capped at two (2)× trailing 12-month fees.
• Reputation Builds’ IP indemnification obligation under MSA Section 8.4: capped at two (2)× trailing 12-month fees.
• Customer’s breach of usage restrictions or the AUP giving rise to direct liability to Reputation Builds (not third-party indemnity claims): not capped.
• Either party’s liability for fraud, gross negligence, or willful misconduct: not capped, to the extent not permitted by law.

16. Governing Law and Disputes

These T&C are governed by the laws of the State of Colorado and are subject to the binding-arbitration, individual-proceedings, venue (City and County of Denver, Colorado), jury-trial-waiver, and one-year limitations provisions of the MSA, which are incorporated by reference.

17. General

Notices. Written notices may be delivered by email and are deemed given on the date sent during normal business hours (Mountain Time). Notices to Reputation Builds must be sent to legal@commercebuilds.com. Notices to Customer will be sent to the email address on the account.

These T&C are part of the MSA and are subject to its general provisions. These T&C are written in English and the English version controls in the event of any conflict with a translated version. In the event of a conflict between these T&C and the MSA, the MSA controls.

Contact. Questions may be directed to: