END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is entered into between you (“User”) and the operator of the review management platform (“Platform”) made available to you through your service provider (“Provider”). This Agreement governs your authorized use of the Platform.

1.DEFINITIONS

“Platform” means the review management software, dashboard, APIs, tools, and related services made available to User through Provider.

“Provider” means the company or individual that has contracted with the Platform operator to make the Platform available to User.

“User” means the business entity or individual accessing the Platform under this Agreement.

“Review Data” means review content, ratings, and associated metadata collected from third-party review sites on behalf of User.

“Supported Sites” means the third-party review and business-listing platforms from which the Platform collects Review Data or to which the Platform publishes responses on behalf of User.

2.LICENSE GRANT

Subject to this Agreement and payment of applicable fees to Provider, User is granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for User’s internal business purposes of managing User’s own online reviews and business reputation.

This license does not grant User any ownership rights in or to the Platform. User may not use the Platform to manage reviews for any business other than User’s own without prior written consent.

Audit Right. The Platform operator reserves the right to audit User’s account usage to verify compliance with the scope of this license, upon reasonable notice. User agrees to cooperate with any such audit and to provide accurate information regarding its use of the Platform. For partner, reseller, and API integration accounts, such audit may include review of authorized user lists, access logs, and personnel with access to the Platform to verify that access is limited to authorized individuals and that usage is within the permitted scope of this Agreement.

3.SUPPORTED SITE AUTHORIZATION

By accessing the Platform, User expressly authorizes the Platform to:

• access User’s business profiles on Supported Sites on User’s behalf
• collect, retrieve, and aggregate Review Data from Supported Sites
• publish review responses on Supported Sites on User’s behalf
• use proprietary data collection and publishing technology to perform the above functions

User is responsible for ensuring it has the authority to grant the Platform access to its business profiles on Supported Sites. User acknowledges that certain Supported Sites may restrict or discourage the use of third-party review management services, and that the Platform’s access methods may not be expressly authorized by all Supported Sites.

Supported Site Changes. The Platform operator reserves the right to add, modify, or remove any Supported Site from the Platform at any time and without liability. Removal of a Supported Site does not constitute a breach of this Agreement and does not entitle User to a fee reduction, refund, or early termination without penalty.

Review Data Deletion. The Platform operator reserves the right to delete or restrict access to Review Data collected from any Supported Site where required to do so by that site’s terms of service, legal process, cease-and-desist letter, or applicable law, without liability to User. Such deletion shall not constitute a breach of this Agreement.

4.ACCEPTABLE USE

User agrees not to:

• use the Platform to solicit, generate, or facilitate false, misleading, or fabricated reviews
• reverse engineer, decompile, or disassemble the Platform or attempt to discover its source code
• copy, modify, or create derivative works of the Platform
• sublicense, resell, or transfer Platform access to any third party
• use automated scripts or bots to access the Platform in an unauthorized manner
• upload or transmit malware, viruses, or harmful code
• use the Platform in violation of any applicable law or regulation
• use the Platform to manage reviews for any business other than User’s own
• send SMS messages through the Platform to any recipient who has not provided prior express written consent to receive such communications

Review Site Compliance. Certain review sites discourage or restrict reputation management software. User is solely responsible for ensuring compliance with the policies of each Supported Site and for accepting any penalties imposed for non-compliance.

Non-Replication. User agrees not to use any knowledge or access gained through the Platform to develop or assist any third party in building a competing review management solution.

Confidentiality of Platform Observation. Where User is a technology platform, software company, API integration partner, or reseller, User acknowledges that its personnel who access the Platform may be exposed to proprietary workflows, data structures, response methodologies, UI design, and platform architecture. All such information constitutes Confidential Information of the Platform operator. User agrees to ensure that all personnel who access the Platform are bound by confidentiality obligations at least as protective as those in this Agreement, and that such personnel will not use observations of the Platform’s functionality, design, or methodology to inform the development of any competing product or service.

5.USER CONTENT AND DATA

User is solely responsible for all content submitted or published through the Platform, including review responses and solicitation messages. User grants the Platform a limited license to process, store, and transmit User’s content solely to deliver the services.

User’s use of personal information about its customers through the Platform must comply with all applicable data protection laws. User is responsible for obtaining any necessary consents from its customers. User represents and warrants that it has a lawful basis under applicable data protection law for providing personal information about its customers to the Platform, and that such provision does not violate any applicable privacy law or regulation.

6.ACCOUNT SECURITY

User is responsible for maintaining the confidentiality of its account credentials and for all activity under its account. User agrees to notify Provider immediately upon becoming aware of any unauthorized account access. User also agrees to notify the Platform operator directly at the contact information in Section 15 in the event of any actual or suspected compromise of User’s account credentials or any unauthorized use of the Platform through User’s account, so that the Platform operator may take protective action to prevent harm to other users or the Platform infrastructure.

Authorized Personnel. User is responsible for maintaining accurate records of all personnel authorized to access the Platform under User’s account and for promptly revoking access for any personnel who leave User’s organization, change roles, or no longer require access. User agrees that access credentials are personal to each authorized user and may not be shared across multiple individuals.

7.SMS COMMUNICATIONS

Program Name: ORM

Description: The Platform may deliver SMS messages to users who have opted in, including review solicitation requests, account alerts, and service updates.

Message Frequency: Message frequency varies based on account activity.

Pricing: Message and data rates may apply.

Consent Not Required: Consent to receive SMS messages is not required as a condition of using the Platform.

Opt-Out: Reply STOP to any SMS message at any time to unsubscribe. Reply HELP for assistance or contact your Provider.

Data Privacy: Your mobile phone number and SMS opt-in data will not be shared, sold, rented, or transferred to any third party for marketing purposes.

How to Opt In: You may opt in to receive SMS communications through your account settings or registration. SMS opt-in is voluntary and separate from account registration.

Carrier Liability Limitation: SMS delivery is dependent on effective transmission by mobile network operators and upstream telecommunications carriers. Neither the Platform nor its carrier partners (including Bandwidth Inc.) are liable for delayed, undelivered, or blocked messages. Delivery is not guaranteed.

Communications Metadata: To route SMS messages, the Platform shares transaction data with telecommunications carriers including source and destination phone numbers, IP addresses, message timestamps, and delivery logs. This sharing is required for message delivery and does not constitute a sale of personal information.

Zero-Sharing Commitment: No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All of the above categories exclude text messaging originator opt-in data and consent. This information will not be shared with any third parties.

Supported Carriers: Major US carriers including AT&T, Verizon, T-Mobile, and others. Carrier support may vary.

Because User accesses the Platform to send SMS messages to User’s own customers, User bears full legal responsibility for compliance with all applicable laws and carrier requirements governing those messages. The following obligations apply to all SMS activity initiated through the Platform by User:

Prior Express Consent. User represents and warrants that every mobile phone number uploaded or entered into the Platform has provided prior express written consent to receive SMS messages from User. User bears sole responsibility for obtaining, documenting, and maintaining records of such consent. The Platform operator does not verify consent on User’s behalf and assumes no liability for messages sent to recipients who have not provided proper consent.

No Purchased or Rented Lists. User may not upload, import, or use purchased, rented, scraped, or third-party contact lists for SMS delivery through the Platform. All contact lists must consist solely of individuals who have directly provided their mobile number to User and consented to receive SMS communications from User.

Template Compliance. User agrees that all message templates created, customized, or used through the Platform comply with applicable law, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and wireless carrier acceptable use policies. Templates may not contain deceptive, misleading, or unsolicited marketing content, affiliate marketing material, debt collection language, high-risk financial offers, or any content that violates carrier guidelines. User is solely responsible for the content of all messages sent through the Platform.

TCPA Compliance. User acknowledges that the TCPA imposes significant penalties for non-compliant commercial SMS messages, including statutory damages of $500 to $1,500 per violation. User assumes full responsibility for TCPA compliance in connection with all SMS activity initiated through the Platform and agrees that the Platform operator has no obligation to monitor User’s messaging activity for legal compliance.

Carrier Liability Limitation. SMS delivery is dependent on effective transmission by mobile network operators and upstream telecommunications carriers. Neither the Platform nor its carrier partners are liable for delayed, undelivered, or blocked messages resulting from carrier filtering, network conditions, or recipient device limitations. User acknowledges that delivery is not guaranteed.

SMS Indemnification. User will defend, indemnify, and hold harmless the Platform operator, its carrier partners (including Bandwidth Inc.), and their respective officers, directors, and employees from and against any claims, fines, penalties, damages, and expenses (including attorneys’ fees) arising from: (a) User’s failure to obtain proper consent from SMS recipients; (b) the content of messages sent by User through the Platform; (c) User’s violation of TCPA, CAN-SPAM, or any other applicable law governing SMS communications; or (d) any carrier penalties or deregistration actions resulting from User’s messaging activity.

Platform Suspension Right. The Platform operator reserves the right to immediately suspend User’s SMS capabilities, without prior notice, if the Platform operator determines in its sole discretion that User’s messaging activity violates applicable law, carrier policies, or this Agreement. Suspension of SMS capabilities does not constitute termination of this Agreement and does not entitle User to any fee refund.

8.INTELLECTUAL PROPERTY

All technology, software, systems, and related intellectual property underlying the Platform are owned by the Platform’s technology provider. Nothing in this Agreement transfers any ownership rights to User. User will not remove or alter any proprietary notices on the Platform.

9.DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE DISCLAIMED. NO WARRANTY IS MADE THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. THE PLATFORM MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, CURRENCY, OR AVAILABILITY OF REVIEW DATA COLLECTED FROM SUPPORTED SITES. REVIEW DATA IS PROVIDED AS COLLECTED FROM THIRD-PARTY SOURCES AND MAY BE INCOMPLETE, DELAYED, OR SUBJECT TO ERRORS OUTSIDE THE PLATFORM’S CONTROL.

10.LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE PLATFORM NOR ITS TECHNOLOGY PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO USER’S USE OF THE PLATFORM. TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500).

11.INDEMNIFICATION

User agrees to defend, indemnify, and hold harmless the Platform and its technology provider from any claims, damages, losses, and expenses (including attorneys’ fees) arising from: (a) User’s use of the Platform in violation of this Agreement; (b) User’s content submitted through the Platform; (c) User’s violation of any applicable law or regulation; (d) User’s use of Review Data in a manner inconsistent with the terms or policies of the applicable Supported Site; or (e) any claim by User’s customers arising from User’s use of the Platform.

12.TERM AND TERMINATION

This Agreement begins when User first accesses the Platform and continues until terminated. Provider or the Platform operator may terminate User’s access for breach of this Agreement, non-payment, or other legitimate reasons. Upon termination, User’s license immediately ends. Upon termination, User may request an export of account data and such review data as the Platform operator has the right to export under the terms of the applicable Supported Site. The Platform operator will use commercially reasonable efforts to provide available data within thirty (30) days of a written request. No representation is made that Review Data from Supported Sites can be exported where such sites restrict data portability in their terms of service.

Survival. The following sections survive termination or expiration of this Agreement: Section 4 (Acceptable Use and Non-Replication), Section 5 (User Content and Data), Section 7.2 (SMS Compliance Obligations), Section 8 (Intellectual Property), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 14 (Governing Law).

13.PRIVACY

User’s personal information is collected, used, and protected in accordance with the Platform Privacy Policy, which is available on the login page and is incorporated into this Agreement by reference.

14.GOVERNING LAW

This Agreement is governed by the laws of the State of California, United States, without regard to its conflict of laws provisions.

Informal Resolution. Before initiating any legal proceeding, the party seeking relief must provide written notice of the dispute to the other party and allow thirty (30) days for good-faith informal resolution. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief without first completing the informal resolution process.

Arbitration. If informal resolution is unsuccessful, either party may elect to resolve the dispute through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Del Mar, California on an individual basis. Both parties waive any right to a jury trial or class action.

Court Jurisdiction. If arbitration is not elected, disputes will be resolved exclusively in the state and federal courts of San Diego County, California, and the parties consent to personal jurisdiction in such courts.

Statute of Limitations. Any claim must be filed within one (1) year of when it arose or it will be forever barred.

15.GENERAL

Relationship to Other Agreements. Where User’s Provider has entered into a separate Master Service Agreement or other written agreement with the Platform operator governing the Platform services, that agreement controls the commercial relationship between Provider and the Platform operator. In the event of any conflict between this Agreement and such separate written agreement, the separate written agreement will control with respect to the subject matter it addresses. This Agreement governs the individual User’s personal obligations regarding Platform access and does not modify or supersede any rights or obligations of Provider under any separate agreement.

Entire Agreement. This Agreement and the Platform Privacy Policy constitute the entire agreement between User and the Platform regarding use of the Platform.

Updates. This Agreement may be updated periodically. Continued use constitutes acceptance of updated terms.

Severability. If any provision is found invalid, the remaining provisions remain in full force.

Force Majeure. The Platform operator will not be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, government actions, internet or telecommunications failures, carrier outages, cyberattacks, cease-and-desist letters or other legal demands from third-party review platforms, any restriction, suspension, or termination of Platform access to any Supported Site, or acts of third parties. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.

Technology Provider. This Platform is powered by Shout About Us, Inc., a Delaware corporation, 1110 Camino Del Mar, Suite E1, Del Mar, California 92014. For technology-related inquiries contact your Provider.