Terms of Service

• "Account" means the registered account through which you access the Service.
• "Customer Data" means all data, content and materials that you or your Authorized Users submit to, or that the Service collects on your behalf from connected third-party platforms, including business and brand information, connected-profile data, and reviews and their author details retrieved from your connected Google Business Profile.
• "Authorized User" means an individual you permit to use the Service under your Account.
• "AI Output" means reply drafts, sentiment classifications, insight reports and other content generated by the Service's artificial-intelligence features.
• "Connected Platform" means a third-party service you link to the Service, such as Google Business Profile, or an automation bridge such as Make or Zapier.
• "Subscription" means a paid plan (Starter, Pro or Agency) or a free trial for the Service.
• "Documentation" means the usage guides and policies we make available for the Service.

ReplyTune monitors the Google Business Profile locations you connect, uses artificial intelligence to analyze the sentiment of new reviews and to draft replies in the brand voice you configure, and then either publishes those replies automatically or holds them for your one-click approval, according to the reply mode you select for each location.

You control, per location, whether replies are published automatically ("Auto") or require your approval ("Approval"). You are solely responsible for choosing the reply mode and for the consequences of that choice, including any reply published in Auto mode without prior human review.

The Service depends on Connected Platforms operated by third parties. Their availability, interfaces, rate limits and policies are outside our control and may change or restrict the Service at any time. We do not warrant continuous access to any Connected Platform. Access to certain features may require independent approval by the relevant platform (for example, Google's approval of production access to its Business Profile APIs).

The Service is offered for business and professional use only. You must be at least 18 years old and capable of forming a binding contract. The Service is not directed to consumers acting for purposes outside their trade, business, craft or profession, except to the extent Section 21 applies.

You must provide accurate, current and complete registration information and keep it up to date. You are responsible for safeguarding your credentials and for all activity under your Account, whether or not authorized by you. Notify us at security@primanza.com immediately if you suspect any unauthorized use.

Each Account is for a single business entity, except that the Agency plan permits management of multiple businesses that you are authorized to represent. You represent and warrant that you have the authority and all rights necessary to connect each business and Connected Platform and to instruct us to act on its behalf.

We may offer a free trial of 14 days. No payment card is required to begin a trial. Unless you subscribe to a paid plan before the trial ends, your access to paid features will stop at the end of the trial. Trials are provided "as is" without any warranty and may be modified or withdrawn at any time. We may limit trials to one per Customer and may withhold trials where we reasonably suspect abuse.

Paid plans are sold on a monthly subscription basis and include defined limits, such as the number of business locations and a monthly quota of AI-generated replies. Current plans and limits are:

Quotas reset each billing cycle and do not roll over. When a quota is reached, AI-reply generation for that cycle may pause until the quota resets or you upgrade. We may meter, throttle or suspend usage that materially exceeds your plan's limits or that imposes a disproportionate load on the Service. We may change plan definitions, limits and prices as described in Section 7.

Paid Subscriptions are billed in advance through our payment processor, Stripe. By subscribing, you authorize us and Stripe to charge your payment method the recurring fee for your plan, plus applicable taxes, on each renewal date until you cancel. We do not receive or store full payment-card numbers.

Automatic renewal

Subscriptions renew automatically for successive periods of the same length at the then-current price unless you cancel before the renewal date. You may cancel at any time from your billing page, as described in Section 8.

Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added (VAT/GST) and similar taxes, excluding taxes based on our net income. Where we are required to collect such taxes, they will be added to your invoice. If you are exempt, you must provide a valid exemption certificate.

Price changes

We may change fees or introduce new charges. We will give you at least 30 days' notice before a price change affects your Subscription, by email or in-product notice. The change takes effect on your next renewal; continuing to use the Service after that date constitutes acceptance. If you do not agree, you may cancel before the change takes effect.

Non-payment

If a charge fails, we may retry, suspend paid features, or downgrade or terminate the Subscription. Amounts not disputed in good faith within 30 days are deemed accepted. Undisputed overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

You may cancel your Subscription at any time from your billing page. Cancellation stops future charges and keeps the Service active until the end of the paid period then in progress, after which paid features stop. Except where required by law or expressly stated in our Refund and Cancellation Policy, fees already paid are non-refundable and we do not provide refunds or credits for partial periods, unused quota or features not used.

Consumers in the European Union, United Kingdom and other jurisdictions that grant statutory cancellation or withdrawal rights retain those rights as described in Section 21 and the Refund and Cancellation Policy.

The Service uses artificial intelligence to generate AI Output. AI Output is probabilistic and may be inaccurate, incomplete, outdated or inappropriate for a given context. You are responsible for the AI Output associated with your Account and for every reply published from it, whether you approve it manually or enable automatic publishing.

Human oversight

You control the publishing mode for each location. In Full Auto, replies — including replies to negative reviews if you disable the optional negative-review approval rule — may be published without prior human review, and you remain fully responsible for them. For sensitive contexts (for example, health, safety, legal or regulated matters) we recommend enabling the negative-review approval rule or Approval Mode. You are responsible for the accuracy of the business facts, brand voice, preferred and banned phrases, signatures and other inputs you configure, which directly shape AI Output.

Your representations regarding content

• You have all rights and authorizations necessary to connect each Google Business Profile and to publish replies on its behalf.
• Content published through the Service is truthful, not deceptive, and complies with all applicable laws and with the policies of the relevant Connected Platform, including Google's prohibited and restricted content policies for review responses.
• You will not use the Service to post fake, incentivized, undisclosed, or otherwise deceptive reviews or replies, to impersonate any person, or to manipulate ratings.
• You are responsible for handling reviewer complaints, consumer-protection obligations and any dispute arising from published replies.

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms. Without limiting it, you must not: (a) use the Service unlawfully or to publish unlawful, defamatory, deceptive, harassing or infringing content; (b) violate any Connected Platform's terms or policies; (c) probe, scan, overload, disrupt or reverse engineer the Service; (d) circumvent quotas, security or access controls; (e) resell or provide the Service to third parties except as permitted by the Agency plan; or (f) use the Service to build a competing product or to train a competing model.

We may investigate suspected violations and may suspend or terminate access, remove content, or notify authorities where we reasonably believe it is necessary to protect the Service, other users, third parties or to comply with law.

The Service integrates with third-party services, including Google Business Profile, OpenAI, Stripe and optional automation bridges such as Make or Zapier. Your use of a Connected Platform is governed by that provider's terms and privacy policy, and you are responsible for complying with them and for any fees they charge. We are not responsible for third-party services, their acts or omissions, changes to their interfaces, or their availability, and their failure or change may impair or interrupt the Service.

Our rights

We and our licensors own all right, title and interest in and to the Service, including its software, models, prompts, design, and the ReplyTune name, logo and other marks. Except for the limited right to use the Service under these Terms, no rights are granted to you. We reserve all rights not expressly granted.

Your content and license to us

You retain all rights in Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display and otherwise use Customer Data solely to provide, secure, maintain and improve the Service for you, to generate AI Output, and as otherwise permitted by our Privacy Policy and Data Processing Agreement. We do not use the content of your reviews or replies to train generative AI models.

AI Output

As between you and us, and to the extent permitted by law, we assign to you our rights, if any, in the AI Output generated for your Account, so that you may use it for your business. You acknowledge that AI Output may not be unique and that similar or identical output may be generated for others, and that AI Output may be subject to the terms of our AI sub-processors.

Feedback

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

Our handling of personal data is described in the Privacy Policy. Where we process personal data contained in Customer Data on your behalf as a processor (including reviewer names, photos and review text retrieved from your connected profiles), that processing is governed by our Data Processing Agreement, which is incorporated into these Terms and applies where required by applicable data-protection law.

As between the parties, you are the controller of the personal data contained in Customer Data and are responsible for having a valid legal basis to collect it, to connect it to the Service and to instruct us to process it, and for providing any required notices to, and obtaining any required consents from, data subjects, including the authors of reviews.

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that should reasonably be understood to be confidential, including the Service's non-public features and pricing and your non-public business data. The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and contractors bound by confidentiality obligations. This does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law (with notice where lawful).

Each party warrants that it has the authority to enter into these Terms. Except as expressly stated, the Service and all AI Output are provided "as is" and "as available", with all faults, and we disclaim all warranties, whether express, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, accuracy and non-infringement.

We do not warrant that the Service will be uninterrupted, secure or error-free, that AI Output will be accurate, appropriate, complete or fit for your purpose, that defects will be corrected, or that the Service will meet your requirements or interoperate with any particular Connected Platform. You assume full responsibility for reviewing AI Output and for your use of and reliance on it. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

You will defend, indemnify and hold harmless Primanza LLC and its officers, members, employees and agents from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Data and any content published through your Account, including replies published in Full Auto or Approval Mode; (b) your use of the Service in violation of these Terms, the Acceptable Use Policy, applicable law or any Connected Platform's policies; (c) your infringement or misappropriation of any third party's rights; or (d) your dispute with any reviewer, customer or Connected Platform.

We will promptly notify you of the claim, give you control of the defense (provided any settlement that imposes obligations on us requires our consent), and reasonably cooperate at your expense.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, reputation, data or business, arising out of or related to these Terms or the Service, even if advised of the possibility. This includes any harm arising from AI Output or from replies published through the Service.

To the maximum extent permitted by law, our aggregate liability for all claims arising out of or related to these Terms or the Service will not exceed the total fees you paid us for the Service in the twelve (12) months immediately before the event giving rise to the liability, or USD 100 if you paid nothing.

These limitations apply regardless of the theory of liability and form an essential basis of the bargain. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, such as liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for a party's willful misconduct.

These Terms apply from when you first accept them until your Account is terminated. You may terminate at any time by cancelling and closing your Account. We may suspend or terminate your access, in whole or in part, with or without notice, if: (a) you materially breach these Terms or the Acceptable Use Policy and do not cure it within a reasonable period where the breach is curable; (b) your use poses a security, legal or operational risk to us or others; (c) a Connected Platform requires it; or (d) required by law.

On termination, your right to use the Service ends and paid features stop. We will handle Customer Data after termination as described in the Privacy Policy and Data Processing Agreement, including deletion within 30 days of Account deletion, subject to legal retention requirements. Provisions that by their nature should survive (including Sections on fees accrued, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, and governing law) survive termination.

We may modify, add or discontinue features of the Service. We may also update these Terms from time to time. For material changes, we will provide reasonable advance notice by email or in-product notice before they take effect. Changes are not retroactive. Your continued use of the Service after the effective date of updated Terms constitutes acceptance. If you do not agree, you must stop using the Service and may cancel; where a change materially reduces your rights during a paid period, you may terminate and receive a pro-rata refund of prepaid, unused fees for that period.

These Terms are governed by the laws of the State of Wyoming, United States of America, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. This choice of law does not deprive a consumer of the protection of the mandatory law of their country of habitual residence (see Section 21).

Informal resolution

Before filing a claim, the parties will try in good faith to resolve any dispute informally by contacting legal@primanza.com and negotiating for at least 30 days.

Binding arbitration

Except as stated below, any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its rules then in effect. The seat and, unless the parties agree otherwise or the arbitrator directs otherwise, the venue of arbitration is Cheyenne, Wyoming, United States. The arbitration will be conducted in English by one arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver

Disputes will be resolved only on an individual basis. You and we waive any right to participate in a class, collective, consolidated or representative action. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and may be brought in a court of competent jurisdiction.

Exceptions

Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Nothing in this Section limits mandatory rights that a consumer may have to bring proceedings in, or under the law of, their country of residence.

If, despite the business-use nature of the Service, you use it as a consumer, nothing in these Terms limits statutory rights that cannot be waived under the mandatory law of your country of residence, including consumer-protection rights. Where mandatory local law conflicts with these Terms, that law prevails to the extent of the conflict.

EU/UK consumers have a statutory right to withdraw from a distance contract within 14 days. Because the Service is supplied digitally and begins immediately, by starting to use the Service during the withdrawal period you request immediate performance and acknowledge that you lose the right of withdrawal once the Service has been fully performed, and that for partial performance you will pay a proportionate amount. See the Refund and Cancellation Policy.

You must comply with all applicable export-control and economic-sanctions laws, including those of the United States, the European Union and the United Kingdom. You represent that you are not located in, and are not a national of or ordinarily resident in, a country or region subject to comprehensive sanctions, and that you are not on any restricted-party or denied-persons list. You will not use or export the Service in violation of these laws.

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures or changes of Connected Platforms or other third-party providers.

• Entire agreement. These Terms, together with the Privacy Policy, Data Processing Agreement, Acceptable Use Policy, Cookie Policy, Refund and Cancellation Policy and any order or plan you select, are the entire agreement between the parties and supersede all prior agreements on their subject matter.
• Order of precedence. In case of conflict, the Data Processing Agreement controls for personal-data processing, then these Terms, then other referenced policies, then Documentation.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. Any prohibited assignment is void.
• Notices. We may give notice by email to your Account address or by in-product notice. You may give notice to legal@primanza.com. Legal notices to us must also be sent to Primanza LLC, [Registered agent street address], [City], Wyoming [ZIP], United States.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect.
• No waiver. A failure to enforce any provision is not a waiver of it.
• No third-party beneficiaries. These Terms create no rights for any third party, except as expressly stated for our indemnified parties.
• Independent contractors. The parties are independent contractors; these Terms create no partnership, agency or joint venture.
• Language. These Terms are drafted in English, which is the controlling language of any translation.

Questions about these Terms may be sent to legal@primanza.com. The Service is operated by:

Primanza LLC, Primanza LLC, [Registered agent street address], [City], Wyoming [ZIP], United States. Registration: [Wyoming Secretary of State filing ID].