Reputation Pros – Terms of Service

These Terms of Service ("Terms") are a binding agreement between Reputation Pros Group INC, d/b/a Reputation Pros ("Reputation Pros," "we," "us," or "our") and the person or entity who accesses or uses our website at reputationpros.com (the "Site") or engages our services ("Client," "you," or "your").

By accessing the Site, requesting a proposal, signing an order form or statement of work (each, an "Order"), creating an account, or otherwise using any services, you accept these Terms and our Privacy Policy. If you do not agree, do not use the Site or Services.

1) Definitions

"Account": any account we provision for your use of the Site or Services.

"Client Materials": content, data, trademarks, logos, names/likenesses, images, audio/video, scripts, credentials, documents, instructions, or other materials you supply or approve.

"Deliverables": content, profiles, websites, creative assets, reports, code, copy, and other work product we create or supply while performing the Services.

"Non-Editable Content": content placed on third-party properties we do not control and cannot readily modify after publication, including press releases, paid/partner posts on non-owned sites, and posts on third-party blogs we don't administer.

"Payment Dispute": any chargeback, payment reversal, ACH return, or dispute of a charge initiated with a bank, card network, or payment processor.

"Services": online reputation management services, which may include SEO, content strategy/creation, publication, profile creation/optimization, suppression/promotion, monitoring, reporting, and related consulting.

If an Order conflicts with these Terms, the Order controls for that Order.

2) Eligibility & Lawful Use

You must be at least 18 and legally competent to contract. You may use the Site and Services only for lawful purposes and in compliance with these Terms and applicable law.

3) Changes to Terms

We may update these Terms by posting a revised version with a new Effective Date. Your continued use after the Effective Date constitutes acceptance. If you disagree, stop using the Services by submitting your 30-day written notice.

4) Services; No Legal Services

Reputation Pros provides ORM Services. At your request we may attempt to remove, de-index, or mitigate third-party content; however, we are not a law firm and do not provide legal advice. Outcomes depend on third parties and factors outside our control.

We will not impersonate you, fabricate claims, submit fraudulent notices, or engage in unlawful, unethical, or deceptive practices. We may decline or terminate work that we reasonably believe violates law or our policies.

5) Orders; Scope; Changes

Services begin when we accept an Order and the initial payment is processed. Out-of-scope requests, accelerations, or material changes may require a written change order and additional fees. Timelines are estimates and may shift based on your responsiveness, third-party turnaround, and platform rules.

6) Your Responsibilities

You agree to: (a) provide accurate information, timely approvals, and necessary access/permissions (including a single point of contact); (b) obtain and maintain all rights and permissions for our use of Client Materials; (c) review and approve within stated timeframes; and (d) comply with all applicable laws and third-party terms (e.g., Google, Meta, X/Twitter, registrars, hosts, press wires).

Delays, added costs, or diminished results caused by missing information, late approvals, or publishing restrictions are your responsibility.

7) Content Creation, Publication & Content Approval

7.1 Requires pre-approval.

We will submit all Non-Editable Content (e.g., press releases; paid/partner posts on non-owned sites; third-party blogs we don't control) for your review before publication.

7.2 Does not require pre-approval.

Content on properties we create or control (e.g., profiles, microsites we host, blogs we administer) may be drafted, edited, optimized, and published without pre-approval unless your Order expressly requires pre-approval of all content. If you require pre-approval of all content, you acknowledge this may delay timelines and deliverables; we are not responsible for such delays.

7.3 Approval window.

For items sent for approval, you have five (5) days from submission to approve or provide consolidated edits. If we receive no response within 5 days, we may, in our reasonable discretion, (a) proceed with publication, (b) pause publication, or (c) re-queue the item — each of which may impact timelines and costs.

7.4 Editorial standards.

We may decline proposed language we reasonably believe is unlawful, infringing, deceptive, defamatory, or violates platform rules. You remain responsible for the factual accuracy of statements about you and your products/services.

7.5 Content Review; Errors & Corrections.

(a) Client duty to review. You are responsible for reviewing all content we publish or deliver on your behalf — including content published without pre-approval under Section 7.2 — for accuracy, completeness, and suitability. We will make published content and Deliverables reasonably available to you through reports, links, or your Account.

(b) Error reporting window. If you believe any content contains an error, inaccuracy, or omission, you must notify us in writing at contact@reputationpros.com within ten (10) business days of the content being published or made available to you, identifying the specific content and the requested correction. Content not disputed within this window is deemed accepted.

(c) Sole and exclusive remedy. For content on properties we control, your sole and exclusive remedy for any error is correction, revision, or removal of the affected content at no additional charge, which we will perform within a commercially reasonable time after valid notice. Errors do not entitle you to refunds, credits, setoffs, withheld payment, or cancellation outside Section 13.3, and do not constitute a breach of these Terms.

(d) Non-Editable Content. Because Non-Editable Content is submitted for your pre-approval under Section 7.1, you are solely responsible for errors in content you approved. After publication, we cannot guarantee that third-party properties will permit edits or removal; upon request we will use commercially reasonable efforts to pursue corrections, and any third-party fees are your responsibility.

(e) Client-supplied information. We are entitled to rely on the accuracy of Client Materials, your instructions, and your approvals. We have no liability for errors originating from information you supplied, approved, or failed to correct, and rework caused by inaccurate Client Materials may be billed as a change order under Section 5.

8) License to Client Materials

You grant us and our subcontractors a non-exclusive, worldwide, royalty-free, fully paid license (with rights to sublicense as needed to perform the Services) to host, reproduce, adapt, create derivative works of, publish, publicly perform/display, distribute, and otherwise use Client Materials solely to provide the Services and operate the Site. You represent and warrant that Client Materials and your instructions are accurate, lawful, and non-infringing.

9) Use of Generative AI

Where you have not supplied sufficient original content or imagery, we may use generative AI tools (text/image/video/translation/assistive coding) to expand, transform, and draft Deliverables based on Client Materials and publicly available information.

You consent to our use of reputable third-party AI providers and acknowledge model outputs may require editorial review.

We will not knowingly use AI to fabricate claims or impersonate third parties.

You are responsible for reviewing Non-Editable Content before publication and ensuring factual accuracy and legal compliance.

We may retain internal templates, prompts, and know-how (our IP).

We will not input your non-public sensitive information into third-party AI tools without your written authorization.

10) Ownership; Access; 30-Day Post-Cancellation Transfer

10.1 Client Materials.

You retain ownership of Client Materials.

10.2 Deliverables license; reversion on payment failure.

Subject to your full payment of all amounts due, we grant you a perpetual, non-exclusive license to use Deliverables for your internal business purposes. We retain ownership of our pre-existing materials, tools, templates, frameworks, code, and know-how used to produce Deliverables and may re-use generalized learnings.

If any payment is reversed, charged back, returned, or otherwise not received and retained by Reputation Pros, the license to all Deliverables associated with that payment terminates automatically and retroactively. Upon such termination, you must cease all use of the affected Deliverables, and we may remove, unpublish, disable, or reclaim any Deliverables or digital assets hosted on properties Reputation Pros owns or controls, without liability for any resulting loss of rankings, traffic, availability, or data. The license is reinstated automatically upon our full receipt and retention of the amounts due.

10.3 Digital assets we create and control.

If we create websites, domains, profiles, listings, or other digital assets on your behalf, we will typically administer them during the engagement. Upon cancellation, you have thirty (30) days to request transfer of any such assets we control (including reasonable cooperation with registrars/hosts and providing available credentials). You are responsible for third-party transfer fees and assuming ongoing costs (hosting, SSL, domain renewals, subscriptions).

We may withhold the transfer of any assets, credentials, or Deliverables while any amounts remain unpaid or subject to an unresolved Payment Dispute, and the 30-day transfer window is tolled during any such period.

After the 30-day window (as tolled, if applicable), we may discontinue any spend we carry (e.g., hosting, domains, subscriptions) and may archive or cancel assets still in our name. We are not liable for loss of availability, positioning, or data after that point.

10.4 Client-controlled properties.

We will not access, alter, or remove content on properties you own or control after our authorization to access them has ended, except at your written request. Our remedies for non-payment are limited to those stated in these Terms and applicable law.

11) Accounts & Security

Keep credentials confidential and restrict Account access to authorized users. You are responsible for all activity under your Account. Notify us promptly of suspected unauthorized use. We may monitor, suspend, or terminate Accounts for security or policy reasons.

12) Communications; E-Sign; SMS Disclosure

By providing contact information, you consent to receive service, transactional, and security communications via email, phone, or SMS. You may opt out of marketing texts at any time by replying STOP (service/transactional messages may still be required). Message/data rates may apply.

Electronic signatures and records satisfy legal requirements.

12.1 SMS Messaging Terms

By opting into SMS communications from Reputation Pros, you agree to receive recurring automated marketing and transactional text messages at the mobile number you provided. These messages may include appointment reminders, account notifications, service updates, educational content, promotional offers, and other marketing communications related to our services.

Consent to receive SMS messages is not a condition of purchase.

• Message frequency varies.
• Message and data rates may apply depending on your mobile carrier and plan.
• You may opt out of SMS communications at any time by replying STOP to any message you receive from us. For assistance, reply HELP or contact us directly at contact@reputationpros.com.
• Carriers are not liable for delayed or undelivered messages.
• Reputation Pros does not sell, rent, or share SMS opt-in data or consent with third parties or affiliates for marketing purposes.
• We may use trusted service providers to facilitate SMS delivery solely for business operations and compliance purposes.

13) Billing, Auto-Renewal & Cancellation

13.1 Billing method; payment authorization.

All subscriptions and recurring fees are billed automatically via Stripe (credit/debit/ACH). You authorize us and Stripe to auto-charge the payment method on file for recurring and incidental charges, taxes, and authorized pass-through costs. You must keep a valid payment method on file.

By providing a payment method, you represent and warrant that you are the authorized cardholder or account holder, or that you have the cardholder's or account holder's express authority to use it, and that all charges made under these Terms and your Order are authorized recurring charges. We may require reasonable identity or cardholder verification before commencing or continuing Services, and new accounts may be subject to a verification hold of up to forty-eight (48) hours as a precaution against unauthorized payment use.

13.2 Term & renewal.

Unless an Order specifies a fixed term, Services are month-to-month and auto-renew until cancelled under Section 13.3. We do not require long-term contracts, but do require 30 days' written notice to cancel.

13.3 Cancellation by you — 30-day written notice.

You may cancel at any time by sending written notice to contact@reputationpros.com from the authorized signer or designated point of contact on your Order. Cancellation is effective thirty (30) days after we confirm receipt of your notice in writing, which we will provide within three (3) business days of receipt (the "Notice Period"). Verbal requests, voicemails, text messages, social media messages, or notices sent to any other address do not constitute valid cancellation notice.

Billing during the Notice Period. Services and billing continue as normal throughout the Notice Period. If your regular billing date falls within the Notice Period, your payment method on file will be charged one (1) final time for a full, non-prorated billing cycle, and we will continue performing Services through the end of that final billing cycle. Example: if you are billed on the 1st of each month and we receive and confirm your cancellation notice on the 20th, you will be billed once more on the following 1st, and Services will continue through the end of that final month. If no billing date falls within the Notice Period, no further recurring charges will occur and Services end at the close of the Notice Period.

Fees are earned. All fees billed before or during the Notice Period compensate labor, strategy, publication commitments, and resources allocated to your engagement; they are fully earned when billed and are not refundable, prorated, or subject to setoff. You also remain responsible for pass-through costs already incurred or authorized (e.g., press wire fees, paid placements, hosting, domains).

13.4 Suspension/termination by us.

We may suspend or terminate Services for non-payment, legal/policy risk, suspicious activity, or material breach. Suspension or termination does not relieve you of amounts then due.

13.5 Non-payment; Payment Disputes & chargebacks.

(a) Dispute-first requirement. Before initiating any Payment Dispute, you agree to contact us in writing at contact@reputationpros.com describing the disputed charge and to allow fifteen (15) business days for resolution. Initiating a Payment Dispute without doing so, or with respect to Services actually rendered or fees earned under these Terms, constitutes a material breach of these Terms.

(b) Consequences of non-payment or a Payment Dispute. Upon any failed payment, overdue amount, or Payment Dispute: (i) we may immediately suspend all Services without notice; (ii) the disputed or unpaid amount, plus a chargeback/return processing fee of one hundred dollars ($100), which the parties agree is a reasonable approximation of our administrative costs of responding to a Payment Dispute and not a penalty, and all bank, network, and processor fees, becomes immediately due; (iii) all remaining amounts owed for the balance of any Notice Period or fixed-term Order accelerate and become immediately due; (iv) the license reversion and asset-withholding provisions of Sections 10.2 and 10.3 apply; and (v) we may refer the account to a collection agency or counsel and recover our reasonable costs of collection, including reasonable attorneys' fees.

(c) Interest. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

(d) Evidence. You agree that your executed Order, these Terms, our service logs, deliverable records, reports, and communications with you constitute valid evidence of authorization, of the Services rendered, and of fees earned, and that we may submit them to payment processors, card networks, banks, and collection agencies in connection with any Payment Dispute or collection effort.

Nothing in this Section waives any right you may have under applicable law or card network rules; it defines the contractual consequences between you and Reputation Pros of exercising a Payment Dispute in breach of these Terms.

13.6 Taxes & pass-through costs.

Fees exclude taxes, registrar/hosting fees, press wire/posting fees, and other pass-through costs unless expressly included in your Order.

13.7 Auto-renewal disclosures.

By starting a subscription, you authorize recurring charges until you cancel under Section 13.3. We will send a post-purchase acknowledgment that includes pricing, renewal terms, and clear cancellation instructions (email: contact@reputationpros.com).

14) No Refunds; Fees Earned; Non-Cancelable Obligations

All fees are non-refundable, including upon early cancellation or for partially used periods, except as required by law or expressly stated in an Order. You acknowledge that the Services involve immediate allocation of labor, strategy, third-party costs, and publication commitments upon Order acceptance, and that fees are earned when billed regardless of your subsequent use of, or satisfaction with, the Services.

For Orders with a fixed term, all payment obligations for the full term are non-cancelable, and early termination by you does not relieve you of the remaining balance except as expressly stated in the Order or required by law.

15) Results; Specific Disclaimers

ORM outcomes depend on third-party platforms, search algorithms, publisher/editorial decisions, competitor actions, and public interest. We do not guarantee (a) removal of third-party content, (b) that positive content will outrank negative content, (c) timing of indexation/ranking changes, or (d) continuous availability of platforms, hosting, or domains. We provide commercially reasonable efforts consistent with professional practice.

16) Acceptable Use

You will not use the Services or instruct us to create, post, or disseminate content that is unlawful, infringing, harassing, deceptive, defamatory, or that violates privacy/publicity rights, impersonates others, or violates third-party terms. We may refuse, remove, or modify content we reasonably believe violates this Section.

17) Confidentiality

Each party will protect the other's Confidential Information and use it only to perform this Agreement, except where disclosure is required by law, is already public, or was independently developed without use of the other party's Confidential Information.

18) Reviews & Publicity (Consumer Review Fairness)

Nothing in these Terms prohibits you from leaving or soliciting honest reviews or otherwise communicating about our Services to the extent protected by law, including the Consumer Review Fairness Act (15 U.S.C. § 45b). We may request your consent to use your name/logo and non-confidential results in case studies; if you decline, we will not use them.

19) Third-Party Platforms & Links

Your use of third-party platforms (search engines, social networks, hosts, registrars, press wires) is subject to their terms and privacy policies. We are not responsible for third-party services, outages, or decisions.

20) Privacy; Data Processing

Our collection and use of personal information is described in our Privacy Policy. To the extent we process personal information on your behalf, we act as your service provider/processor and will not "sell" or "share" such information except as permitted to provide the Services. A Data Processing Addendum is available upon request.

We may retain records and operational logs after cancellation to comply with legal, tax, and audit requirements, and to document Services rendered in connection with any Payment Dispute.

21) Limited Agency Authorization

Solely to perform the Services under your Order, you authorize us to act as your limited agent to communicate with platforms, publishers, hosts, registrars, and similar third parties; to create/optimize profiles; and to submit content/requests on your behalf. We will not bind you to third-party contracts or fees without your approval.

22) Rights Reserved to Reputation Pros

In addition to rights stated elsewhere in these Terms, we reserve the right, exercisable in our reasonable discretion, to:

(a) correct errors, inaccuracies, or omissions in the Site, proposals, invoices, or Deliverables at any time, including pricing or clerical errors in quotes and invoices, provided that if we correct a pricing error we will notify you and you may cancel the affected Order without penalty if you do not accept the corrected pricing;

(b) decline, delay, hold, or cancel any Order or transaction we reasonably believe to be unauthorized, fraudulent, or high-risk, including the verification hold described in Section 13.1;

(c) require reasonable identity or cardholder verification before commencing or continuing Services;

(d) update our service methods, tools, vendors, and personnel, provided the Services materially conform to your Order;

(e) decline or discontinue work we reasonably believe creates legal, ethical, or platform-policy risk, consistent with Sections 4 and 16; and

(f) modify pricing for future renewal periods upon at least thirty (30) days' advance written notice, in which case you may cancel under Section 13.3 before the new pricing takes effect.

23) Warranties; Disclaimer

Client Warranties.

You represent and warrant that: (a) you have full authority to enter these Terms; (b) Client Materials and your instructions are accurate and lawful; (c) you have obtained all permissions necessary for our use of Client Materials; (d) you will comply with laws and third-party terms; and (e) the payment representations in Section 13.1 are true.

Reputation Pros Disclaimer.

THE SITE, SERVICES, DELIVERABLES, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

24) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL REPUTATION PROS OR ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR UNINTENDED REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limits form a fundamental basis of our bargain.

25) Indemnification

You will defend, indemnify, and hold harmless Reputation Pros and its affiliates, owners, officers, employees, contractors, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) Client Materials or your instructions; (c) your breach of these Terms or an Order; or (d) your violation of law or third-party rights.

26) Notice & Cure for Client Claims

If you believe Reputation Pros has materially breached these Terms or an Order, you must provide written notice to contact@reputationpros.com describing the alleged breach in reasonable detail and allow thirty (30) days for us to cure before terminating for cause, withholding payment, or pursuing any remedy. An alleged breach does not suspend your payment obligations for Services rendered.

27) Service Changes; Force Majeure

We may suspend or modify the Services for maintenance, security, legal, or business reasons. Neither party is liable for delays or failures caused by events beyond reasonable control (including natural disasters, war, terrorism, labor disputes, power/Internet failures, epidemics, governmental actions).

28) Governing Law; Arbitration; Class Action Waiver

28.1 Governing law.

These Terms are governed by the laws of the State of Florida (Reputation Pros Group INC is incorporated in Delaware and does business in Florida), without regard to conflicts of law rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

28.2 Mandatory binding arbitration.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or Consumer Rules, if applicable), before a single arbitrator, seated in Miami, Florida. Judgment on the award may be entered in any court of competent jurisdiction.

28.3 Prevailing-party fees.

To the maximum extent permitted by applicable law and the applicable AAA rules, the arbitrator shall award the prevailing party its reasonable attorneys' fees, costs, and arbitration expenses from the non-prevailing party.

28.4 Preliminary relief.

Either party may seek temporary injunctive relief in any court with jurisdiction to prevent misuse of IP or Confidential Information pending arbitration.

28.5 Class action & jury waiver.

YOU AND REPUTATION PROS WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE THE RIGHT TO A JURY TRIAL.

28.6 Opt-out.

You may opt out of arbitration/class waiver by emailing legal opt-out notice to contact@reputationpros.com within 30 days after you first agree to these Terms; otherwise, this Section applies.

29) Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

30) Export & Sanctions

You will not use the Services in violation of U.S. export control or sanctions laws.

31) Notices

To Reputation Pros: by email to contact@reputationpros.com, with a copy by mail to: Reputation Pros Group INC, 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801.

To You: to your Account email or billing address. Notices are deemed given when received (or, for email, when sent if no bounceback is received).

32) Miscellaneous

These Terms (together with any Orders and the Privacy Policy) are the entire agreement and supersede all prior understandings. If any provision is held unenforceable, the remainder remains in effect and a valid term reflecting the parties' intent will be substituted. No waiver is effective unless in writing. Headings are for convenience only.

You acknowledge that you have had the opportunity to consult legal and financial advisors of your choosing before accepting these Terms, and that any decision not to do so was your own informed choice. These Terms shall be interpreted according to their plain meaning and shall not be construed for or against either party as drafter.

Sections that by their nature should survive — including Fees and Payment Disputes (Section 13), No Refunds (Section 14), Ownership and Post-Cancellation Transfer (Section 10), Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Notice & Cure, and Arbitration — survive termination.

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