1. Scope of Services

1.1 BusinessRate Platform

You may create an account to claim or manage your business listing on the BusinessRate Platform. This includes the ability to add or edit business information, view analytics, respond to user reviews, and embed BusinessRate widgets or badges on your site.

The basic version of the BusinessRate Platform is free for one (1) business location, unless otherwise stated.

1.2 Additional Services

From time to time, we may offer additional or premium marketing, analytics, or reputation management services. Any additional services will be subject to their own pricing and terms.

2. Client Responsibilities

2.1 Access and Cooperation

You agree to timely provide all necessary information, materials, and approvals for us to perform the Services. Failure to do so may result in a delay or suspension of the Services.

2.2 Accuracy of Information

You represent and warrant that all information or data you provide to BusinessRate—including account credentials, business data, or user personal data—is accurate and that you have the lawful right to provide such information.

2.3 Prohibited Content

You shall not use our Services or the BusinessRate platform in violation of any law or regulation, or to post, distribute, or link to any content that is obscene, harassing, defamatory, or that infringes any third party's intellectual property or privacy rights.

2.4 Third-Party Integrations

If your Service plan includes integration with third-party platforms (e.g., social media, other review sites), you grant us the right to access and use your content on such third-party platforms as needed to provide our Services.

3. Billing and Payment

3.1 Payment Authorization

By providing a valid payment method (credit card, ACH, etc.), you authorize BusinessRate to charge that payment method for all fees associated with the Services you selected.

3.2 Recurring Billing

Certain Services, such as monthly reputation management, are provided on a subscription basis. Fees will be billed monthly in advance (or at another frequency disclosed when you sign up) on the same or closest possible date to your initial purchase.

3.3 No Refunds

Payments are non-refundable. There are no refunds or credits for partially used periods, unless otherwise required by law. If you cancel, you will retain access to the subscription Services through the end of the current billing cycle.

3.4 Late or Failed Payments

If a payment is not successfully settled, or is otherwise past due, we reserve the right to (a) suspend or terminate your Services, (b) charge any late fees or interest permitted by law, and/or (c) pursue any available legal remedies.

4. Term and Termination

4.1 Term

The Agreement begins when you sign up for or purchase the Services and continues until terminated in accordance with these Terms of Service. If your Service Agreement specifies an Initial Term (e.g., 6 months), you agree to continue to pay for and use the Services for that minimum duration.

4.2 Automatic Renewal

Unless otherwise stated, subscriptions will auto-renew on a monthly basis after the Initial Term. You may cancel by providing 30 days' advance written notice to support@businessrate.com. Cancellations are effective at the end of the then-current billing cycle or the end of the Initial Term, whichever is later.

4.3 Early Cancellation

If you cancel before completing the Initial Term, you agree to pay any applicable Early Cancellation Fee detailed in your Service Agreement. This fee is intended as liquidated damages to cover our setup, opportunity, and administrative costs.

4.4 Termination by BusinessRate

We may terminate any Service or the entire Agreement at any time for any reason, upon written notice to you. If we terminate without cause, we will refund any unused fees on a pro rata basis. If we terminate for breach, we shall have no obligation to refund any amounts.

4.5 Effect of Termination

Upon termination, your license to use the BusinessRate platform and Services immediately ends. Sections of these Terms of Service concerning intellectual property, confidentiality, warranties and disclaimers, limitations of liability, dispute resolution, and indemnification survive termination.

5. Intellectual Property

5.1 BusinessRate IP

All software, systems, and content used to provide the Services (collectively, "BusinessRate Materials") are the property of BusinessRate or its licensors. We grant you a limited, non-exclusive, non-transferable license to use the BusinessRate Materials solely for your internal use of the Services.

5.2 Client Content

You retain ownership of the text, data, images, or other materials that you provide to BusinessRate for the purpose of utilizing the Services ("Client Content"). You grant us a non-exclusive, worldwide, royalty-free license to reproduce, distribute, and display the Client Content as necessary to provide or market the Services.

5.3 Feedback

You agree that any suggestions, enhancement requests, or other feedback you provide related to BusinessRate may be used by us without restriction or obligation to you.

6. Disclaimer of Warranties

THE SERVICES AND BUSINESSRATE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, BUSINESSRATE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

BUSINESSRATE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, OR DATA ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS OF SERVICE.

BUSINESSRATE'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO BUSINESSRATE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED DOLLARS (US $100), WHICHEVER IS GREATER.

8. Indemnification

You agree to indemnify, defend, and hold harmless BusinessRate, its affiliates, and their respective directors, officers, employees, and agents from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your:

• Use (or misuse) of the Services;
• Violation of these Terms of Service;
• Violation of any rights of a third party, including intellectual property or privacy rights; or
• Violation of any applicable laws or regulations.

9. Dispute Resolution and Arbitration

9.1 Good Faith Resolution

Before initiating any formal dispute resolution, the parties agree to attempt in good faith to resolve any dispute informally by contacting each other at the addresses on file.

9.2 Binding Arbitration

If we cannot resolve a dispute through good faith negotiations, all claims arising out of or relating to these Terms or the Services shall be settled by confidential binding arbitration in Stateline, Nevada, administered by the American Arbitration Association (AAA). Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.

9.3 No Class Actions

You agree to only bring claims in your individual capacity, and not as a plaintiff or class member in any class or representative proceeding. The arbitrator shall not consolidate more than one person's claims without the consent of all parties involved.

9.4 Exceptions

Either party may seek injunctive relief in a court of competent jurisdiction for claims related to unauthorized use of intellectual property or breach of confidentiality.

9.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions.

10. Miscellaneous

10.1 Entire Agreement

These Terms of Service, together with our Terms of Use and Privacy Policy, constitute the entire agreement between you and BusinessRate with respect to the Services, superseding all prior or contemporaneous agreements.

10.2 Assignment

Neither party may assign or transfer these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of a party's assets.

10.3 Severability

If any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

10.4 Waiver

No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

10.5 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes outside the reasonable control of that party, including acts of God, government orders, labor disputes, internet failures, or other force majeure events.

10.6 Notices

Except as otherwise specified herein, all notices must be sent via email to support@businessrate.com or to the email address associated with your account.

10.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.