GIVEME5 INC. TERMS OF SERVICE

2.1 Scope. GiveMe5 provides the Services as described on our websites, within the application, and in applicable Order Forms.

2.2 Changes. We may add, modify, or discontinue features. We will use commercially reasonable efforts to provide notice of material changes when appropriate. Continued use of the Services after changes become effective constitutes acceptance.

2.3 Third-Party Services. The Services may interoperate with Third-Party Services. You are responsible for complying with Third-Party Services' terms and policies. GiveMe5 is not responsible for Third-Party Services, including their availability, changes, enforcement actions, or decisions.

3.1 Eligibility and Authority. You must be at least 18 years old and have authority to bind the business or organization on whose behalf you use the Services.

3.2 Account Security. You are responsible for maintaining the confidentiality of your credentials and for all activities under your Account. Notify us promptly of any unauthorized access and take immediate steps to secure your Account.

4.1 License-based access. Paid access is provided via Licenses. You may purchase a License for a specific Product (for example a Reviews License or Listings License) or purchase a Bundle License that includes multiple Products.

4.2 Scope and limits. Each License is subject to the features, usage limits, and restrictions displayed at the time of purchase and within the Services (for example number of locations, message volume, users, credits, and other limits). If there is a conflict between the Services and an Order Form, the Order Form controls.

4.3 Bundle coverage. A Bundle License includes only the Products expressly listed as included with that bundle at the time of purchase.

4.4 Free Plan exclusivity. An Account may not have the Free Plan active at the same time as any paid License or Bundle License. If you upgrade from the Free Plan to any paid License, the Free Plan is disabled for that Account when the paid License becomes active.

4.5 Returning to Free Plan. If all paid Licenses end and you remain eligible for the Free Plan, you may return to the Free Plan after the end of the then-current paid term, unless we state otherwise in writing.

5.1 Prepayment. Subscription fees are billed in advance for each Billing Cycle (monthly or annual), plus applicable taxes.

5.2 Auto-renewal. Paid Licenses automatically renew unless canceled before the renewal date.

5.3 Co-termination. All paid Licenses on an Account share a single renewal date and co-terminate.

5.4 Adding a License mid-cycle. If you add a new paid License mid-cycle, you will be charged a prorated amount for the remainder of the current Billing Cycle, and that License will renew on the Account renewal date.

5.5 Upgrades. Upgrades (including moving from a single Product License to a Bundle License) take effect immediately and are prorated for the remainder of the current Billing Cycle, unless otherwise stated at checkout.

5.6 Downgrades. Downgrades (including moving from a Bundle License to a single Product License) take effect at the end of the then-current Billing Cycle, unless otherwise stated at checkout. You remain responsible for fees through the end of the current Billing Cycle.

5.7 Failed payments. If payment fails, we may suspend access until payment succeeds. Past-due balances may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower.

5.8 No refunds. Fees are non-refundable except as required by law or as explicitly stated in an Order Form.

6.1 Trials. We may offer Trials. Trial length, eligibility, and limitations may be shown at signup or checkout. Trial access may end automatically unless you upgrade to a paid License.

6.2 Beta features. Some features may be labeled beta. Beta features may be changed, suspended, or discontinued at any time. Beta features may have additional limitations and are provided "as is."

7.1 OAuth authorization. To use Listings, you must authorize access through Google OAuth 2.0. By granting authorization, you permit GiveMe5 to access your Google Business Profile account and perform actions you enable, which may include reading profile information, creating, updating, and deleting posts, viewing and responding to reviews, uploading and managing photos and media, and updating business information as directed by you.

7.2 Authority and responsibility. You represent and warrant you have the legal right and authority to access and manage each connected profile and location. You are solely responsible for actions taken through the Services on your connected accounts, including any content published and changes applied.

7.3 Policies and enforcement. You are responsible for compliance with Google Business Profile policies and Google terms. Any penalties, suspensions, restrictions, ranking changes, verification issues, or enforcement actions by Google are your responsibility.

7.4 No affiliation with Google. GiveMe5 is not affiliated with, endorsed by, or sponsored by Google.

7.5 API and platform dependency. Listings and Reviews rely on Google systems and APIs that may change, degrade, or discontinue without notice. We are not responsible for downtime, interruptions, feature changes, data loss, or actions taken by Google against your profiles.

8.1 Compliance and authenticity. You agree to comply with applicable consumer protection laws and review authenticity rules, including the FTC's Rule on Unfair or Deceptive Reviews (16 CFR Part 465), as applicable.

8.2 No review gating or manipulation. You will not engage in review gating, deceptive review practices, or prohibited incentives. You will provide equal opportunity for feedback regardless of sentiment.

8.3 Remediation. If we notify you of misuse that risks platform integrity, policy violations, or consumer harm, you will remedy the issue within thirty (30) days or sooner if required to prevent harm.

9.1 Consent. If you use email or SMS features, you represent and warrant you have all required consents and permissions to contact recipients, including express consent where required.

9.2 Compliance. You are responsible for compliance with TCPA, CAN-SPAM, carrier rules, and A2P 10DLC registration and fees where applicable.

9.3 Responsibility for content and recipients. You are solely responsible for your message content, recipient lists, opt-outs, and all communications sent through the Services.

10.1 Fair use. We may monitor usage and enforce reasonable limits to protect the Services, including throttling, restricting excessive usage, requiring plan upgrades, or charging for overages where offered.

10.3 Enforcement. Violations may result in suspension or termination, including immediate action for severe abuse, fraud, policy violations, or security risk.

11.1 GiveMe5 property. The Services, including software, code, designs, graphics, trademarks, and logos, are owned by GiveMe5 and protected by intellectual property laws.

11.2 License to you. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your active subscription term.

11.3 Feedback. If you provide feedback or suggestions, you grant GiveMe5 the right to use it without restriction or compensation.

12.1 Client Data ownership. You retain ownership of Client Data.

12.2 License to process Client Data. You grant GiveMe5 a worldwide, non-exclusive, royalty-free license to host, use, process, transmit, and display Client Data to provide, secure, maintain, and improve the Services.

12.3 AI features. The Services may use AI to generate suggestions, drafts, summaries, or recommendations. You are responsible for reviewing AI outputs before publishing or sending them.

12.4 Improvement and training. We may use Client Data to improve the Services, including improving GiveMe5's models and algorithms. We do not provide Client Data to third parties for the purpose of training their AI models.

12.5 Platform-generated data. GiveMe5 retains ownership of aggregated analytics, performance insights, system logs, and platform-generated outputs, excluding Client Data.

12.6 Privacy policy and DPA. Our handling of personal data is governed by our Privacy Policy and, where applicable, our Data Processing Addendum.

13.1 Account termination by you. You may terminate your Account by contacting support@giveme5.ai or using available Account controls.

13.2 Deletion timeline. Upon Account termination, we will delete Client Data from active systems within thirty (30) days, unless we are required to retain certain information for legal, tax, compliance, dispute, or security purposes.

13.3 OAuth revocation. OAuth access to connected Google accounts will be revoked within a commercially reasonable period following termination, and scheduled posts may be canceled where applicable.

13.4 Backups. Data may remain in backups for a limited period consistent with standard backup practices and will be deleted in the normal course.

15.1 As is. The Services are provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

15.2 No guarantee of outcomes. We do not guarantee marketing outcomes, review volume, star ratings, conversions, rankings, listing visibility, verification outcomes, or business results.

15.3 Third-party dependency. We do not warrant Third-Party Services, including Google systems and APIs.

16.1 Exclusion of damages. To the maximum extent permitted by law, GiveMe5 will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunities.

16.2 Liability cap. To the maximum extent permitted by law, GiveMe5's total liability for any claim arising out of or related to the Services will not exceed the fees you paid to GiveMe5 in the twelve (12) months preceding the event giving rise to the claim. If you paid no fees in that period (for example, using only the Free Plan or during a free beta period), GiveMe5's total liability will not exceed $100 USD, or the minimum amount required by applicable law, whichever is greater.

16.3 Third-party actions. GiveMe5 is not liable for actions taken by third parties (including Google) against your accounts, listings, or profiles.

17.2 IP claims. Each party will indemnify the other against third-party claims alleging that the indemnifying party's technology or content infringes intellectual property rights, subject to prompt notice, sole control of defense by the indemnifying party, and reasonable cooperation by the indemnified party.

18.1 Suspension. We may suspend access for non-payment, fraud, security risk, suspected abuse, legal compliance, or policy violations.

18.2 Termination for breach. Either party may terminate for material breach not cured within thirty (30) days after written notice.

18.3 Immediate termination for misconduct. We may suspend or terminate immediately if you engage in abusive, harassing, threatening, discriminatory, or otherwise inappropriate behavior toward our staff or users, or attempt to undermine the integrity, security, or functionality of the Services.

18.4 Effect of termination. Upon termination, you must cease using the Services. Any unpaid fees become immediately due. Fees are non-refundable except as required by law.

18.5 Survival. Sections intended to survive termination will survive, including IP, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution.

19.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws provisions.

19.2 Informal resolution. Before initiating formal proceedings, you agree to attempt to resolve disputes informally by contacting support@giveme5.ai. We will attempt to resolve within thirty (30) days.

19.3 Binding arbitration. If unresolved, disputes will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in Delaware.

19.4 Class action waiver. Disputes will be resolved on an individual basis only. You waive any right to participate in a class action lawsuit or class-wide arbitration.

19.5 Time limitation. Any claim must be filed within twelve (12) months from the date the cause of action arose.

19.6 Equitable relief. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to the Services.

23.1 Assignment. GiveMe5 may assign these Terms without restriction. You may not assign these Terms without our written consent, except in connection with a merger or sale of substantially all assets.

23.2 Entire agreement. These Terms, together with any Order Form, SOW, Privacy Policy, and DPA (if applicable), constitute the entire agreement regarding the Services and supersede all prior agreements.

23.3 Severability. If any provision is unenforceable, the remaining provisions remain in effect.

23.4 Waiver. Failure to enforce a provision is not a waiver.

23.5 Changes to Terms. We may update these Terms from time to time. Updates become effective upon posting or as otherwise stated. Continued use of the Services after an update becomes effective constitutes acceptance.