Terms of Service

1.1 Acceptance.

By clicking "I agree," creating an account or using the Service, you accept these Terms. If you do not accept them, do not use the Service.

1.2 Business use only.

The Service is for businesses, not for personal, family or household use. You must be at least 18 and located in the United States.

1.3 Authority.

If you use the Service for a company or other organization, you confirm that you have authority to bind it, and "you" means that organization.

1.4 Every user.

Each individual who uses the Service must accept these Terms.

2.1 Separate terms.

If you get the Service from a Partner, that Partner is your seller, and the Platform Terms presented in its version of the Service apply to you in place of these Terms.

2.2 No agency.

A Partner is an independent business. It is not Spreadcheer's agent and cannot make promises on Spreadcheer's behalf.

2.3 A Partner's own use.

A Partner's own use of the Service is governed by its partner agreement with Spreadcheer and, where consistent with that agreement, by these Terms.

3.1 Accurate information.

You will give accurate account information and keep it current.

3.2 Credentials.

Each person must have their own login and keep it confidential. You are responsible for everything done under your account.

3.3 Unauthorized access.

You will tell us promptly if you suspect unauthorized access.

4.1 License.

We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your own business while these Terms are in effect.

4.2 Restrictions.

You will not:

• (a) copy, modify or create derivative works of the Service, other than Output;
• (b) reverse engineer, decompile or attempt to extract source code;
• (c) remove any copyright, trademark or other notice;
• (d) get around any rate limit, access control or security measure;
• (e) access the Service by any automated means we do not provide; or
• (f) use the Service to build a competing product.

4.3 Resale.

You may not resell the Service or offer it to others unless you have a signed partner agreement with Spreadcheer.

4.4 Ownership.

Spreadcheer and its licensors own the Service and all improvements to it. We may use any feedback you give us without restriction or payment.

5.1 Terms used.

"Input" means the text, images, business information and other material you give the Service. "Output" means what the Service's AI features generate from your Input. "Content" means your Input, any Output you use, and anything else you publish or send through the Service.

5.2 Limits of AI.

You understand that:

• (a) Output may be inaccurate, incomplete, outdated or invented;
• (b) AI-generated images may not reflect reality;
• (c) Output is not unique, and other users may receive the same or similar Output;
• (d) Output created without meaningful human contribution may not be protected by copyright; and
• (e) Output is not legal, medical, financial or other professional advice.

5.3 Your responsibilities.

You will:

• (a) have a person review all Output for accuracy and legality before it is published or sent;
• (b) verify any fact you rely on;
• (c) not present Output as made entirely by a human where that matters to the audience; and
• (d) label AI-generated content whenever the law or a platform requires it.

You are solely responsible for everything you publish or send, whether or not AI generated it.

5.4 AI providers.

The AI features run on third-party models, currently from OpenAI and Anthropic. Your Input is sent to those providers to generate Output.

6.1 Your authority.

You confirm that you own, or are authorized to manage, every social account, page and business listing you connect.

6.2 Platform terms apply.

Your use of each platform through the Service is subject to that platform's own terms and policies. This includes the terms, community guidelines and policies of Meta for Instagram and Facebook, of TikTok, of LinkedIn, and of Google for business listings and reviews. You are responsible for complying with them.

6.3 Platform limits.

Each platform sets its own limits on account types, posting volume and content formats. We cannot change them. Current limits are described in our help documentation.

6.4 No control, no liability.

We do not control any platform. Platforms may change their rules or interfaces, reject or remove posts, or suspend accounts at any time. We are not liable for:

• (a) any platform outage, interface change, rate limit, or rejected, delayed or removed post;
• (b) the suspension, restriction or termination of any account, page or listing; or
• (c) any loss of followers, engagement, reviews or content.

6.5 LinkedIn.

LinkedIn's terms and policies apply to your use of LinkedIn through the Service.

6.6 Platform requests.

If a platform requires it, we may restrict features, remove Content, or suspend your access without liability.

6.7 Disconnecting.

You may disconnect an account at any time. We delete its access tokens within 24 hours after you disconnect it or delete your Spreadcheer account. You should also revoke access in the platform's own settings.

7.1 What the tools do.

The Service helps you collect, manage and respond to genuine customer reviews. We do not guarantee any number or rating of reviews, or the removal of any review.

7.2 What you will not do.

You will not use the Service to:

• (a) create or post fake reviews, testimonials or endorsements;
• (b) ask for reviews only from customers you expect to be favorable;
• (c) offer anything in exchange for a positive review;
• (d) suppress or hide negative reviews; or
• (e) post reviews by your owners, staff or relatives without clear disclosure.

7.3 Rules that apply.

You will comply with the FTC Endorsement Guides, 16 CFR Part 465 and the terms of each review platform.

7.4 Replies.

You authorize every reply posted through the Service to reviews of your business.

8.1 You are the sender.

When the Service sends text messages or emails for you, you are the sender and we act as your service provider.

8.2 Your obligations.

You will:

• (a) get the consent the law requires before any message is sent, and keep a record of it;
• (b) tell recipients clearly what messages they will receive;
• (c) honor opt-out requests promptly;
• (d) give us accurate business information so that we can complete any required carrier registration, including A2P 10DLC, on your behalf; and
• (e) comply with the TCPA, the CAN-SPAM Act and state messaging laws.

8.3 Our rights.

We may block messages that appear to break the law or carrier rules, and you will give us your consent records on request. Message and data rates may apply to recipients.

9.1 Your Input.

You keep all rights in your Input. You grant us the right to host, process, transmit and display your Content as needed to provide the Service. You confirm that you have all rights needed to provide your Input and that it does not infringe anyone's rights.

9.2 Output.

We assign to you whatever rights we have in Output generated from your Input, if any. We do not warrant that Output is unique, protectable or free of third-party rights, and you use it at your own risk.

9.3 Responsibility.

You are solely responsible for all Content.

11.1 Privacy Policy.

Our Privacy Policy explains how we handle personal information about you as an account holder.

11.2 Your customers' data.

For personal information you submit about your own customers and contacts, you are the business or controller and we are your service provider or processor. You are responsible for giving every notice and getting every consent the law requires.

11.3 How we use data.

For your Content and the personal information you submit, we:

• (a) do not sell it or share it for advertising;
• (b) do not use it to train generative AI models, and do not allow our AI providers to do so;
• (c) do not use it to provide services to anyone else;
• (d) may use it internally to operate, secure, build and improve the Service for all users, within the limits above and the limits each platform sets; and
• (e) after your access ends, keep it until you ask us to delete it, as Section 11.6 describes.

11.4 Providers we use.

We use other companies to run the Service, including hosting, AI model, messaging and payment providers. You agree to their processing of your data for that purpose.

11.5 Data you must not submit.

You will not submit protected health information, payment card numbers, government identification numbers or the personal information of children.

11.6 Deletion.

We delete access tokens within 24 hours after you disconnect an account. We delete your other data when you delete your account or ask us to: within 30 days from our live systems and within 90 days from backups. We may keep data the law requires us to keep and data that has been de-identified.

12.1 AS IS.

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT THE LAW ALLOWS, SPREADCHEER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

12.2 NO WARRANTY THAT.

SPREADCHEER DOES NOT WARRANT THAT:

• (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE;
• (B) OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, LAWFUL, NON-INFRINGING OR PROTECTABLE;
• (C) ANY POST WILL PUBLISH, OR PUBLISH ON TIME;
• (D) ANY SOCIAL ACCOUNT, PAGE OR LISTING WILL REMAIN ACTIVE OR IN GOOD STANDING;
• (E) THE SERVICE WILL PRODUCE ANY RESULT, INCLUDING FOLLOWERS, ENGAGEMENT, REVIEWS OR REVENUE; OR
• (F) THE SERVICE WILL MAKE YOU COMPLIANT WITH ANY LAW.

13.1 EXCLUDED DAMAGES.

TO THE MAXIMUM EXTENT THE LAW ALLOWS, SPREADCHEER AND ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA.

13.2 SPECIFIC EXCLUSIONS.

SPREADCHEER IS NOT LIABLE FOR LOSSES ARISING FROM:

• (A) INACCURATE, MISLEADING OR INFRINGING OUTPUT, OR YOUR RELIANCE ON OUTPUT;
• (B) ANY ACTION BY A SOCIAL PLATFORM, REVIEW SITE OR CARRIER, INCLUDING ACCOUNT SUSPENSION AND LOSS OF FOLLOWERS OR CONTENT; OR
• (C) UNAUTHORIZED ACCESS TO YOUR ACCOUNT CAUSED BY YOUR CREDENTIALS.

13.3 CAP.

SPREADCHEER'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID DIRECTLY TO SPREADCHEER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY AND (B) $100.

13.4 Scope.

These limits apply to every theory of liability, including contract, warranty, negligence and strict liability, even if we were told the damages were possible and even if a remedy fails of its essential purpose. Nothing in these Terms limits liability that the law does not allow to be limited.

13.5 Time limit.

You must bring any claim within one year after it arises.

14.1 Your indemnity.

You will defend and indemnify Spreadcheer, its affiliates, and their officers, employees and agents against all claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or relating to:

• (a) your Content, including any claim that it infringes, defames, violates privacy or publicity rights, or is false or misleading;
• (b) your use of the Service;
• (c) your breach of these Terms;
• (d) your violation of any law, including messaging, advertising, endorsement, review and privacy law;
• (e) your violation of any platform's terms, including any resulting action against Spreadcheer;
• (f) messages sent and reviews collected or answered on your behalf; or
• (g) any dispute between you and your own customers.

14.2 Defense.

We may take over the exclusive defense of any matter you must indemnify, at your expense. You will cooperate and will not settle any claim without our written consent.

15.1 By you.

You may stop using the Service at any time. Part B covers cancellation.

15.2 By us, immediately.

We may suspend or end your access immediately, without liability, if:

• (a) you breach these Terms;
• (b) the law or a platform requires it;
• (c) there is a security risk;
• (d) your use could harm us, other users or third parties; or
• (e) you are a repeat infringer under Section 16.

15.3 By us, on notice.

We may also end your access for any reason on 30 days' notice.

15.4 Removing Content.

We may remove or decline to publish any Content that we believe breaks these Terms, the law or a platform's policies.

15.5 What happens next.

When your access ends, your right to use the Service ends, scheduled posts stop publishing, and we delete data as Section 11.6 describes.

15.6 Survival.

Sections 4.4, 9, 11.3, 12, 13, 14, 16, 17 and 19 continue to apply after your access ends.

16.1 Notices.

We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. A notice must include:

• (a) the signature of the copyright owner or its authorized representative;
• (b) the work claimed to be infringed;
• (c) the material claimed to infringe and where it is;
• (d) your address, telephone number and email;
• (e) a statement that you believe in good faith the use is not authorized; and
• (f) a statement, under penalty of perjury, that the notice is accurate and you are authorized to act.

16.2 Copyright agent.

Send notices to: Spreadcheer LLC, Attn: Copyright Agent, 223 Sioux Court, Newark, DE 19702, Legal@spreadcheer.co, subject line "DMCA Takedown Notice."

16.3 Counter-notices.

If your Content was removed by mistake, you may send a counter-notice with your signature, the Content removed and where it appeared, a statement under penalty of perjury that the removal was a mistake, and your name, address, telephone number and consent to jurisdiction.

16.4 Repeat infringers.

We terminate the accounts of repeat infringers.

17.1 Governing law.

Delaware law governs these Terms, without regard to its conflict-of-laws rules.

17.2 Talk to us first.

Before starting arbitration, a party must send written notice of the dispute, and both sides will try in good faith to resolve it for 30 days.

17.3 Arbitration.

Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration before one arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules and seated in Wilmington, Delaware. Hearings will be held by video unless both parties agree otherwise.

17.4 Court actions.

Either party may ask a court for injunctive relief to protect its intellectual property or confidential information. The state and federal courts located in Delaware have exclusive jurisdiction over those actions.

17.5 CLASS WAIVER.

DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable for a claim, that claim will go to court and not to arbitration.

17.6 JURY WAIVER.

EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.

18.1 Updates.

We may update these Terms. The effective date at the top shows the current version.

18.2 Material changes.

For a material change, we will notify you by email or in the Service at least 30 days before it takes effect, and we may ask you to accept the updated Terms. Changes required by law, security or a platform may take effect sooner.

18.3 If you disagree.

If you do not accept a change, you must stop using the Service before it takes effect. Using the Service after that date means you accept it.

19.1 Entire agreement.

These Terms and the Privacy Policy are the entire agreement between you and Spreadcheer about the Service.

19.2 Assignment.

You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor to our business.

19.3 Force majeure.

We are not liable for any delay or failure caused by events beyond our reasonable control. These include platform changes or outages, AI provider outages, carrier filtering, hosting or internet failures, cyberattacks, government action and natural disasters.

19.4 Severability.

If a provision is unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of these Terms stay in effect.

19.5 No waiver.

Our failure to enforce a provision is not a waiver of it.

19.6 No other beneficiaries.

No one other than you and Spreadcheer has rights under these Terms, except the people named in Section 14.1.

19.7 Notices.

Send legal notices to Legal@spreadcheer.co. We will send notices to the email address on your account.

19.8 Contact.

Legal: Legal@spreadcheer.co. Support: support@spreadcheer.co. Privacy: privacy@spreadcheer.co.

20.1 Fees.

You will pay the fees for your subscription plan. Fees are charged in advance and your subscription renews automatically at the end of each billing period until you cancel.

20.2 Payment method.

We use third-party payment processors. You authorize us to charge your payment method and confirm you have the right to use it.

20.3 Price changes.

We may change our fees on 30 days' notice. The new fees apply from your next billing period.

20.4 Taxes.

Fees exclude taxes, which you will pay in addition, other than taxes on our income.

20.5 Failed payment.

If a payment fails or is overdue, we may suspend your access until it is paid.

21.1 Cancelling.

You may cancel at any time in your account settings. Cancellation takes effect at the end of the current billing period.

21.2 Refunds.

Fees are non-refundable except where the law requires or these Terms say otherwise.

22.1 Shipping.

We ship NFC cards and other physical products within our standard timeframes. Shipping times are estimates, not guarantees.

22.2 Use.

You are responsible for using physical products in compliance with the law. Physical products may come with separate warranty terms.