Terms of Service

1. Acceptance of these Terms

These Terms of Service ("Terms") form a binding agreement between you and RepuSpark ("RepuSpark", "we", "us", or "our") and govern your access to and use of the RepuSpark website at repuspark.app (the "Site"), the RepuSpark dashboard, APIs, and any related services (collectively, the "Service").

By creating an account or otherwise accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you are using the Service on behalf of a business or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity.

2. Eligibility & account registration

You must be at least 18 years old and capable of forming a binding contract to use the Service. You agree to provide accurate, current, and complete information when registering for an account, and to keep that information up to date.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to comply with this section.

3. The Service

RepuSpark is a software-as-a-service product that helps small businesses (a) monitor public online reviews of their business on third-party platforms, (b) receive notifications when new reviews are detected, and (c) send review-request SMS messages to their own customers.

We may modify, enhance, or discontinue features of the Service from time to time. We will use commercially reasonable efforts to provide reasonable notice of material changes that adversely affect your use of the Service.

4. License grant & restrictions

Subject to your compliance with these Terms and timely payment of all fees, RepuSpark grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.

You will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service.
• Modify, adapt, translate, or create derivative works of the Service.
• Resell, sublicense, lease, or rent the Service, or use it to provide a service to third parties (other than as expressly permitted).
• Circumvent, disable, or otherwise interfere with security or rate-limiting features of the Service.
• Use the Service to build a competitive product or service or to copy any features, functions, or graphics of the Service.
• Use any robot, scraper, or other automated means to access the Service except as permitted via documented APIs.
• Remove or alter any proprietary notices on the Service.

5. Customer data & consent

"Customer Data" means information, including end-customer contact information, that you upload, input, or otherwise make available to the Service. As between you and RepuSpark, you retain all rights, title, and interest in and to your Customer Data.

You grant RepuSpark a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, process, and otherwise use Customer Data solely as necessary to provide, secure, support, and improve the Service for you, and to comply with applicable law.

You represent and warrant that:

• You have collected each phone number you upload directly from the individual to whom that number belongs, in the ordinary course of providing your goods or services to that individual.
• You have obtained any consents required under applicable law (including the TCPA, CAN-SPAM, CTIA messaging principles, and analogous state and international laws) to send a one-time review-request SMS to that individual.
• You have provided notice to that individual of how their information will be used and have honored any prior opt-out or do-not-contact request.
• The Customer Data does not contain sensitive categories of information that we do not request (such as Social Security numbers, payment card numbers, or health information).

You are solely responsible for the accuracy, quality, and lawfulness of Customer Data and for the means by which you acquired it.

6. SMS messaging compliance

You will use the SMS features of the Service only to send review-request messages to customers who have consented as described in Section 5. You will not use the Service to send marketing, promotional, advertising, transactional, or other categories of messages that you have not separately obtained consent for.

You will not send messages that:

• Contain content prohibited by the CTIA Messaging Principles & Best Practices, including content related to sex, hate, alcohol, firearms, tobacco, gambling, cannabis, or controlled substances (collectively, "SHAFT"), unless you have obtained express written approval from us and the relevant carriers.
• Contain unlawful, deceptive, harassing, defamatory, threatening, or fraudulent content.
• Impersonate any person or entity.
• Contain malware, phishing links, or links to malicious sites.
• Are intended to circumvent opt-out requests.

RepuSpark will automatically suppress further review-request messages to any phone number that has replied STOP. You agree not to attempt to remove or override these suppressions and not to send messages from another channel to a recipient who has opted out via the Service.

We may, in our sole discretion, monitor, throttle, suspend, or block messages that we believe violate these Terms, applicable law, or carrier requirements.

7. Acceptable use

You agree that you will not:

• Use the Service in violation of any applicable law, regulation, or industry guideline.
• Upload content that infringes the intellectual property, privacy, or other rights of any third party.
• Attempt to gain unauthorized access to the Service, related systems, or other users' accounts.
• Introduce viruses, worms, or other malicious code into the Service.
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
• Use the Service to store or transmit content that is libelous, defamatory, obscene, or otherwise objectionable.
• Solicit, generate, or post fake, fraudulent, or incentivized reviews, or otherwise manipulate review platforms in violation of their terms of service.

8. Fees, billing & refunds

Paid subscriptions are billed in advance on a recurring monthly (or other agreed) basis. By providing a payment method, you authorize RepuSpark and its payment processor to charge that payment method for all applicable fees, including taxes.

All fees are quoted in U.S. dollars and are exclusive of applicable taxes, which you are responsible for paying. Fees are non-refundable except where required by applicable law or as expressly stated in these Terms.

We may change pricing on prospective billing periods upon at least 30 days' notice. If you do not agree to a price change, you may cancel your subscription before the change takes effect. Continued use after the change takes effect constitutes acceptance of the new price.

If a payment is past due, we may suspend or terminate your access to the Service after providing notice and a reasonable opportunity to cure.

9. Free trial

We may offer a free trial of the Service for a limited period. Free trials are subject to these Terms. We may modify or discontinue free trials at any time. At the end of the trial period, you will need to subscribe to a paid plan to continue using the Service. Any data created during the trial may be deleted if you do not subscribe within a reasonable period after the trial ends.

10. Third-party services

The Service interoperates with third-party platforms (such as Google, Yelp, Facebook, Twilio, and Supabase). Your use of those platforms is subject to their own terms and policies. RepuSpark is not responsible for the availability, accuracy, content, or practices of third-party services. We disclaim all liability for any acts or omissions of third-party providers.

11. Intellectual property

The Service, including all software, designs, text, graphics, and trademarks, is owned by RepuSpark or its licensors and is protected by intellectual property laws. Except for the limited license granted in Section 4, no rights are granted to you by implication, estoppel, or otherwise. "RepuSpark" and the RepuSpark logo are trademarks of RepuSpark.

12. Feedback

If you submit suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service, you grant RepuSpark a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback into the Service without any obligation to you.

13. Term, suspension & termination

These Terms remain in effect for as long as you have an account or use the Service. You may cancel your subscription at any time from your dashboard. Cancellation takes effect at the end of your current billing period.

We may suspend or terminate your access to the Service, immediately and without prior notice, if we reasonably believe that (a) you have violated these Terms, (b) your use of the Service poses a security or legal risk, or (c) we are required to do so by law. We may also terminate the Service or your account for convenience upon 30 days' written notice.

Upon termination, your right to access and use the Service ceases immediately. Sections that by their nature should survive termination (including Sections 5, 11, 14–18, and 20) will survive.

We will make Customer Data available for export for a reasonable period after termination (typically 30 days), after which we may delete it in the ordinary course.

14. Disclaimer of warranties

The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by applicable law, RepuSpark and its licensors and suppliers disclaim all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranties arising out of course of dealing or usage of trade.

Without limiting the foregoing, RepuSpark does not warrant that (a) the Service will meet your requirements, (b) access will be uninterrupted, secure, or error-free, (c) any messages will be delivered to any specific recipient or in any specific timeframe, (d) data obtained from third-party review platforms will be accurate, complete, or current, or (e) any errors in the Service will be corrected.

15. Limitation of liability

To the maximum extent permitted by applicable law, in no event will RepuSpark or its officers, directors, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to these Terms or the Service, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.

In no event will RepuSpark's aggregate liability arising out of or relating to these Terms or the Service exceed the greater of (a) the total fees paid or payable by you to RepuSpark in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100).

The limitations in this section apply to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the limitations apply only to the extent permitted.

16. Indemnification

You will indemnify, defend, and hold harmless RepuSpark and its officers, directors, employees, and agents from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Data or messages sent through the Service, (b) your violation of these Terms, (c) your violation of any applicable law (including the TCPA or similar laws), or (d) your violation of any rights of a third party.

We will provide you with prompt notice of any such claim, reasonable cooperation in defending the claim (at your expense), and the right to control the defense and settlement of the claim, except that you may not settle any claim that imposes any obligation or admission on us without our prior written consent.

17. Dispute resolution & arbitration

Please read this section carefully — it affects your legal rights.

Informal resolution. Before filing a claim, you and RepuSpark agree to try to resolve the dispute informally by contacting support.repuspark@gmail.com and giving the other party 60 days to respond.

Binding arbitration. Except for claims that qualify for small-claims court or claims for injunctive or other equitable relief to protect intellectual property rights, you and RepuSpark agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules. The arbitration will take place in the U.S. county of your residence, or, if you are using the Service on behalf of a business, the U.S. county of your business address. The arbitrator's decision will be final and binding.

Class-action waiver. You and RepuSpark agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Opt-out. You may opt out of this arbitration agreement by sending written notice to support.repuspark@gmail.com within 30 days of first accepting these Terms. Your notice must include your name, mailing address, and a clear statement that you wish to opt out of arbitration.

18. Governing law

These Terms are governed by the laws of the Commonwealth of Pennsylvania, United States, without regard to its conflict of laws principles. Subject to Section 17, the state and federal courts located in Pennsylvania will have exclusive jurisdiction over any disputes not subject to arbitration, and you consent to the personal jurisdiction of those courts.

19. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email and/or by posting a prominent notice on the Service prior to the effective date and update the "Last updated" date above. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

20. General provisions

• Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and RepuSpark regarding the Service and supersede all prior agreements on the same subject.
• Severability. If any provision is held to be unenforceable, the remaining provisions will remain in full force and effect.
• No waiver. Our failure to enforce any right or provision will not be deemed a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control.
• Notices. We may provide notices to you by email to the address associated with your account or by posting on the Service. Notices to RepuSpark must be sent to support.repuspark@gmail.com.
• U.S. Government end users. The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202, licensed to U.S. Government end users with only those rights granted to all other end users.
• Export. You will comply with all applicable export and re-export control laws and regulations.

21. Contact us

Questions about these Terms? Contact:

RepuSpark
Email: support.repuspark@gmail.com
Website: repuspark.app