Terms of Service

"Services" means the review and reputation management services we provide, including review funnel pages, review request campaigns by email and text message, NFC review cards, review monitoring and syncing, review reply tools (including AI-assisted draft replies), review widgets, reports, analytics, and related software, sites, and support.

"Order Form" means an ordering document, proposal, invoice, or checkout flow that identifies the Client, the Services, and the fees, and references these Terms.

"Contact" means an individual whose name, email address, telephone number, or other information the Client provides to the Services for the purpose of sending review or feedback requests.

"End Customer"means a customer of the Client, including any Contact and any person who interacts with a review funnel page or receives a message sent through the Services on the Client's behalf.

"Client Data" means data the Client (or anyone acting for the Client) submits to the Services, including Contacts, business information, logos, and message content the Client customizes.

"Messaging Laws"means all laws, regulations, and industry requirements applicable to the messages sent through the Services on the Client's behalf, including the Telephone Consumer Protection Act (TCPA, 47 U.S.C. § 227) and its implementing rules, the FTC Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing and text messaging laws, the FTC Act and the FTC Rule on Consumer Reviews and Testimonials (16 C.F.R. Part 465), applicable privacy laws, and applicable wireless carrier and industry requirements (including CTIA messaging principles and 10DLC registration requirements).

"SMS Attestation"means the SMS Review Request Consent Attestation the Client signs before text messaging is enabled for the Client's account. The signed SMS Attestation is incorporated into and forms part of these Terms.

2.1 What we do.We provide the platform and perform the operational work of review and reputation management for the Client: hosting branded review funnel pages, sending review request messages to Contacts the Client provides, tracking engagement, syncing and monitoring the Client's public reviews, assisting with review replies, and reporting on results.

2.2 The Client is the sender.Messages sent through the Services to the Client's Contacts are sent on the Client's behalf and in the Client's name. For purposes of Messaging Laws, the Client is the sender and initiator of those messages. We act as the Client's service provider and platform.

2.3 Changes to the Services. We may improve or modify the Services. We will not materially reduce the core functionality the Client is paying for during a paid period without notice.

2.4 Third-party platforms. The Services interact with third-party platforms the Client uses, including Google Business Profile. Those platforms are not ours. They control their own content, policies, and behavior, including whether a review is published, filtered, or removed. We do not control and cannot guarantee any outcome on a third-party platform.

3.1 The Client is responsible for the acts and omissions of everyone who accesses the Services under the Client's account, including its employees and anyone the Client authorizes through a portal login.

3.2 Credentials must be kept confidential. The Client will notify us promptly of any suspected unauthorized access.

4.1 Ownership and license. The Client owns Client Data. The Client grants us a license to host, process, transmit, and display Client Data as needed to provide the Services, comply with law, and maintain records of consent, opt-outs, and message delivery.

4.2 Lawful collection. The Client represents and warrants, on an ongoing basis, that:

• all Contacts were collected by the Client directly, in the course of a genuine business relationship, with any notice required by applicable law at the point of collection;
• every Contact is an actual customer of the Client who has purchased, received, or used the Client's products or services;
• no Contact list provided to the Services was purchased, rented, borrowed, harvested, or otherwise obtained from a third party. Consent is not transferable: consent given to another business, brand, or purpose does not authorize messages from the Client through the Services;
• the Client has obtained all consents, permissions, authorizations, or other legal bases required under Messaging Laws to send each Contact the messages the Client asks the Services to send; and
• Client Data is accurate and the Client has the right to provide it to us.

4.3 Records. The Client will maintain records sufficient to substantiate the source of each Contact and the consent or other legal basis relied on, and will provide those records to us on reasonable request.

4.4 We do not verify consent.We rely on the Client's representations. We have no obligation to verify, and do not verify, that any Contact has consented to be contacted.

5.1 Sole responsibility for compliance. The Client is solely responsible for complying with Messaging Laws in its use of the Services, including the consent required for each message to each Contact. Use of the Services does not constitute legal advice and does not guarantee compliance with any law. We are not a law firm and provide no legal advice. The Client must not rely on the Services, or on any feature, default, or template within them, as a substitute for its own compliance obligations.

5.2 Text messaging.Text messaging is available only after (a) the Client signs the SMS Attestation, and (b) the Client's business identity is registered as required by carrier and 10DLC requirements. The Client will provide accurate registration information (including legal business name, EIN, entity type, and address matching the Client's tax records) and will promptly update us if that information changes. Registration and carrier fees may be passed through to the Client as stated on the Order Form or with notice.

5.3 Message content. Review request messages sent through the Services are transactional and informational in nature: they identify the business, invite feedback on a genuine customer experience, and contain no advertising, promotional, or sales content. The Client will not use the Services to send, or ask us to send, marketing or promotional content to Contacts unless separately agreed in writing and supported by the consent that content requires under Messaging Laws. Prohibited content categories under carrier and industry rules (including SHAFT content, lead generation, and debt collection) are never permitted.

5.4 Opt-outs. The Services automatically process standard opt-out keywords (including STOP) and suppress opted-out Contacts from further messaging on that channel. The Client will not resubmit an opted-out Contact for messaging on that channel and will promptly report to us any opt-out request it receives outside the Services (verbally, by email, or otherwise) so it can be recorded.

5.5 Our right to refuse and review.We may decline, filter, delay, or suspend any message or campaign that we reasonably believe violates these Terms, Messaging Laws, or carrier requirements, or that creates risk to our sending infrastructure, without liability. We may review the Client's use of the messaging Services for compliance at any time.

5.6 Escalation.If we become aware of facts suggesting the Client's use of the messaging Services does not comply with these Terms or Messaging Laws, we may take any of the following steps, in our discretion and depending on severity: notify the Client and require corrective action, require additional documentation of consent, suspend messaging for the Client's account, or terminate the Client's access to the messaging Services or the Services as a whole. Repeated or serious violations are grounds for immediate suspension or termination.

6.1 Honest reviews only. The Client will use the Services to invite honest feedback from real customers. The Client will not:

• provide Contacts selectively based on whether a customer is expected to leave a positive or negative review;
• condition a customer's ability to leave feedback on the feedback being positive, or discourage or suppress negative feedback in violation of applicable law or platform policies;
• offer any incentive for a review unless the incentive is lawful, is not conditioned on the review's sentiment, and is disclosed as required by law and by the review platform; or
• create, request, or encourage false, misleading, or fake reviews, or reviews from people without genuine experience with the business.

6.2 Review funnels. Our review funnel pages present every customer, regardless of sentiment, with the option to post a public review. Private feedback is an additional option, not a substitute offered only to unhappy customers.

6.3 Replies.Reply drafts generated by the Services (including AI-assisted drafts) are suggestions. Nothing is posted publicly without the Client's or its authorized agency operator's approval, and the Client is responsible for the content of replies published on its profiles.

6.4 No outcome guarantee.We do not guarantee any particular rating, review volume, review persistence, or business outcome, except to the extent an Order Form states an express written guarantee, in which case the Order Form's terms control for that guarantee.

7.1 Fees are as stated on the Order Form or invoice, and typically consist of a one-time setup fee and a recurring monthly fee. Third-party passthrough charges (such as carrier registration fees) may be added as stated on the Order Form or with notice.

7.2 Fees are due as invoiced or as charged to the payment method on file. Amounts paid are non-refundable except as expressly stated. We may suspend the Services for accounts more than fifteen (15) days past due, after notice.

7.3 Fees exclude taxes; the Client is responsible for applicable sales and use taxes, excluding taxes on our income.

8.1 Term. Unless the Order Form states otherwise, the Services run month-to-month and renew automatically. Either party may terminate for convenience effective at the end of the then-current monthly period by giving notice before that period ends.

8.2 Termination for cause.Either party may terminate if the other materially breaches these Terms and fails to cure within fifteen (15) days of notice. We may suspend or terminate immediately, without a cure period, for violations of Sections 4, 5, or 6 that we reasonably determine create legal or carrier risk, or for the Client's misuse of the Services.

8.3 Effect of termination. On termination, messaging stops and access ends. For thirty (30) days after termination we will, on request, provide the Client an export of its Contacts and feedback data in a common format. We may retain records of consent, opt-outs, signed attestations, and message logs as needed for legal compliance and defense of claims.

9.1 The Services, including software, templates, designs, and documentation, are ours or our licensors' and remain so. The Client receives a limited, non-exclusive, non-transferable right to use the Services during the term.

9.2 The Client grants us a license to use its name, logos, and marks to provide the Services (for example, on the Client's branded funnel pages and reports). Any use of the Client's name or results in our marketing requires the Client's prior consent.

9.3 If the Client provides suggestions or feedback about the Services, we may use them without obligation.

Each party will protect the other's non-public business information received under these Terms with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and service providers under confidentiality obligations, or as required by law.

11.1 We process Contacts and End Customer data on the Client's behalf and on its instructions, as described in these Terms and our Privacy Policy. The Client is responsible for its own privacy disclosures to its customers.

11.2 We use third-party service providers to deliver the Services (including hosting, email delivery, SMS delivery, payment processing, and review data providers). We remain responsible for their handling of Client Data on our behalf.

11.3 Text messaging originator opt-in data and consent will not be shared with third parties for their own marketing purposes.

12.1 Each party represents that it has the authority to enter into these Terms.

12.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT MESSAGES WILL BE DELIVERED, OR THAT USE OF THE SERVICES WILL COMPLY WITH LAWS APPLICABLE TO THE CLIENT. EMAIL AND SMS ARE INHERENTLY INSECURE TRANSMISSION MEDIA AND WE ARE NOT RESPONSIBLE FOR INTERCEPTION IN TRANSIT, OR FOR DELIVERY FAILURES OR FILTERING BY CARRIERS, INBOX PROVIDERS, OR REVIEW PLATFORMS.

13.1 By the Client.The Client will defend, indemnify, and hold harmless Stacking Stars, its affiliates, and their owners, officers, employees, and agents from and against any third-party claim, action, or proceeding, and all resulting damages, penalties, fines, settlements, costs, and reasonable attorneys' fees, arising out of or relating to: (a) the Client's breach of these Terms, the SMS Attestation, or its representations and warranties; (b) the Client's violation of any Messaging Law or other applicable law; (c) any dispute between the Client and an End Customer or other third party, including claims by message recipients; or (d) Client Data, including claims that Contacts were provided without the required consent or legal basis.

13.2 By us. We will defend and indemnify the Client against third-party claims that the Services, as provided by us and used as authorized, infringe a United States patent, copyright, or trademark, and will pay resulting damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Client Data, from combination with items not provided by us, or from use in violation of these Terms.

13.3 Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defense and settlement (no settlement imposing obligations on the indemnified party without its consent), and reasonably cooperate.

14.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE FEES THE CLIENT PAID TO US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

14.3 The limits in this Section 14 do not apply to the Client's payment obligations or to the Client's indemnification obligations under Section 13.1.

15.1 These Terms are governed by the laws of the State of Utah, without regard to conflict-of-laws rules.

15.2 Before filing any claim, the parties will attempt in good faith to resolve the dispute by written notice and discussion for thirty (30) days.

15.3 Any claim not resolved informally must be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and each party consents to personal jurisdiction and venue there. EACH PARTY WAIVES TRIAL BY JURY for disputes arising out of these Terms to the extent permitted by law.

16.1 Notices. Notices to us go to hello@stackingstars.com. Notices to the Client go to the email address on the Client's account or Order Form. Notice is effective on the business day received.

16.2 Assignment. The Client may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all assets, with notice. We may assign to an affiliate or successor.

16.3 Amendments. We may update these Terms prospectively by posting the updated version and giving notice. Continued use of the Services after the effective date constitutes acceptance. Changes to an Order Form require agreement of both parties.

16.4 Entire agreement. These Terms, the Order Form, the SMS Attestation (once signed), and the Privacy Policy are the entire agreement and supersede prior discussions. If they conflict, the Order Form controls for commercial terms, and the SMS Attestation controls for the subject matter it covers.

16.5 Severability; waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

16.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

16.7 Relationship. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship, and no third-party beneficiaries other than the indemnified parties named in Section 13.

16.8 Survival. Sections 4.3, 5.4, 8.3, 9, 10, 11, 12, 13, 14, 15, and 16 survive termination.