Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between you (“you,” “your,” or “User”) and eEndorsements (“eEndorsements,” “we,” “us,” or “our”), governing your access to and use of the eEndorsements website at eendorsements.com, our related subdomains, APIs, mobile experiences, and any services, features, or content we make available (collectively, the “Service”).

By accessing or using the Service, creating an account, clicking “I agree,” or otherwise indicating acceptance, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” and “your” refer to that entity and its authorized users.

eEndorsements is a professional reputation management and review collection platform that enables businesses and licensed professionals to solicit, collect, display, and syndicate customer reviews, video testimonials, and related content. The Service includes features for campaign delivery, contact management, survey distribution, public professional profiles, video feeds, widget embedding, and analytics.

We may add, modify, suspend, or discontinue any aspect of the Service at any time, including the availability of any feature, database, or content. We will use commercially reasonable efforts to provide advance notice of material changes that adversely affect paid subscribers.

You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Service. The Service is not directed to children under 13, and we do not knowingly collect information from anyone under 13.

You agree to (a) provide accurate, current, and complete information when creating your account, (b) maintain and promptly update that information, (c) safeguard your login credentials, (d) be responsible for all activity that occurs under your account, and (e) notify us immediately of any unauthorized access. We are not liable for any loss or damage arising from your failure to comply.

Certain features require a paid subscription (“Subscription”). By subscribing, you authorize us (and our payment processors, including Stripe and USIO) to charge the payment method you provide for all fees due, together with any applicable taxes.

Auto-renewal. Subscriptions renew automatically at the then-current rates for successive billing periods unless you cancel before the renewal date. You may cancel from your account settings or by contacting billing@eendorsements.com.

No refunds. Fees are non-refundable except as required by law or as expressly provided in these Terms. Partial billing periods, unused seats, and canceled subscriptions are not prorated or refunded.

Price changes.We may change Subscription fees with at least thirty (30) days’ notice. Changes take effect at the next renewal; continued use after the notice period constitutes acceptance.

Late payment. If payment fails, we may suspend or terminate your access until the balance is cured and may charge interest on past-due amounts at the lesser of 1.5% per month or the maximum permitted by law.

You agree not to, and not to authorize any third party to, use the Service to:

• violate any applicable law, regulation, or third-party right;
• post false, misleading, defamatory, obscene, harassing, threatening, or discriminatory content;
• impersonate any person or entity, or misrepresent affiliation;
• solicit, fabricate, incentivize in violation of applicable consumer-review laws, or otherwise manipulate reviews or testimonials;
• scrape, reverse-engineer, decompile, or circumvent any technical limitation of the Service;
• introduce malware, viruses, or code that could disable, overburden, or impair the Service;
• use the Service to send unsolicited commercial messages in violation of the CAN-SPAM Act, TCPA, GDPR, or similar laws;
• collect information about other users without authorization;
• use the Service to compete with eEndorsements or build a substantially similar product;
• remove, alter, or obscure any proprietary notices.

We may investigate suspected violations, cooperate with law enforcement, and suspend or terminate accounts we believe, in our sole discretion, have violated these Terms.

You retain ownership of content you submit through the Service, including reviews, testimonials, videos, photos, contact lists, survey responses, and profile information (collectively, “User Content”). You are solely responsible for your User Content and the consequences of submitting it.

By submitting User Content, you grant eEndorsements a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to host, store, reproduce, adapt, modify, publish, display, distribute, and prepare derivative works of that User Content for the purposes of operating, promoting, and improving the Service. For public-facing reviews and testimonials intended for display, you further grant us the right to syndicate them to search engines, social media, embedded widgets on client websites, and similar channels.

You represent and warrant that you own or have obtained all rights, licenses, consents, permissions, and releases necessary for your User Content, including consent from any identifiable individuals who appear in photographs or videos, and that your User Content does not infringe any third-party right.

Review integrity. You will not offer compensation, discounts, or other incentives in exchange for positive reviews without clear and conspicuous disclosure of the consideration and will comply with the FTC Endorsement Guides, the California Consumer Review Fairness Act, and comparable state laws. Licensed professionals (including mortgage loan originators, attorneys, realtors, medical providers, and financial advisors) are responsible for complying with the advertising, testimonial, and professional-conduct rules of their licensing jurisdictions.

The Service, including all software, designs, text, graphics, logos, trademarks, and selection and arrangement of content, is owned by or licensed to eEndorsements and protected by United States and international intellectual property laws. Except for the limited license to use the Service in accordance with these Terms, no rights are granted to you, expressly or by implication. “eEndorsements” and our logo are our trademarks; you may not use them without our prior written permission.

We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Send notices to our designated agent at dmca@eendorsements.com and include: (a) a physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and its location on the Service; (d) your contact information; (e) a statement of good-faith belief that use is not authorized; and (f) a statement under penalty of perjury that the information is accurate and that you are authorized to act. We may terminate repeat infringers.

The Service integrates with third-party services (including payment processors, email delivery providers, SMS gateways, analytics providers, advertising networks, and social platforms) and may link to third-party websites or resources. We do not control and are not responsible for any third-party service or content. Your use of third-party services is governed by their own terms and policies.

You agree to defend, indemnify, and hold harmless eEndorsements, its parent, subsidiaries, affiliates, and each of their respective officers, directors, employees, agents, contractors, and licensors (the “Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any law or any third-party right, including privacy, publicity, intellectual property, or professional-licensing rules; (e) any dispute between you and any other user or third party; and (f) any claim that your use of the Service caused damage to a third party. We reserve the right to assume exclusive defense and control of any matter otherwise subject to indemnification, in which case you agree to cooperate with our defense. You shall not settle any matter without our prior written consent.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY DATA WILL BE ACCURATE OR RELIABLE; THAT ANY DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

No advice or information, whether oral or written, obtained from us or through the Service creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties; to the extent such exclusions are prohibited, the foregoing applies to the maximum extent permitted by law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EENDORSEMENTS OR ANY INDEMNIFIED PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EENDORSEMENTS’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO EENDORSEMENTS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

These Terms remain in effect while you use the Service. We may suspend or terminate your access at any time, with or without notice, for any reason, including if we believe you have violated these Terms. You may terminate your account at any time by canceling your Subscription and ceasing all use of the Service.

On termination, your right to use the Service ceases immediately. Sections that by their nature should survive (including Sections 6, 7, 10, 11, 12, 14, and 15) will survive termination.

Texas governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Texas, without regard to its conflict-of- laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Binding arbitration.ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, INCLUDING THE INTERPRETATION, VALIDITY, BREACH, OR TERMINATION THEREOF, SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES. THE SEAT AND LEGAL PLACE OF ARBITRATION SHALL BE DALLAS, TEXAS, AND THE LANGUAGE SHALL BE ENGLISH. THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING ON THE PARTIES AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

Class action waiver.YOU AND EENDORSEMENTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, 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 OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Opt-out. You may opt out of this arbitration provision by sending written notice to legal@eendorsements.com within thirty (30) days of first accepting these Terms. Your notice must include your full name and the email address associated with your account.

Exceptions. Nothing in this Section prevents either party from (a) bringing an individual action in small-claims court, or (b) seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual- property rights or enforce confidentiality obligations. For such actions not subject to arbitration, the exclusive venue shall be the state or federal courts located in Dallas County, Texas, and both parties consent to personal jurisdiction in those courts.

Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements.

Amendments.We may update these Terms from time to time. Material changes will be effective upon posting the revised Terms on the Service, with an updated “Last updated” date. Your continued use after the effective date constitutes acceptance.

Assignment. You may not assign these Terms without our prior written consent. We may assign them freely, including in connection with a merger, acquisition, or sale of assets.

Severability.If any provision is held unenforceable, the remaining provisions remain in full force. “Including” means “including, without limitation.” Headings are for reference only.

No waiver. Our failure to enforce any right or provision is not a waiver of that right.

Force majeure. We are not liable for delays or failures arising from events beyond our reasonable control, including acts of God, war, terrorism, cyber-attacks, pandemics, utility failures, or third-party service outages.