These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and 1UP REVIEWS LLC ("Company," "we," "us," or "our"), concerning your access to and use of the https://www.1upreviews.com website and our review management services.
By accessing or using our Services you confirm that you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING OUR SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms and Conditions. You waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Services so that you understand which Terms apply.
2. OUR SERVICES
1UP REVIEWS LLC provides online reputation and review management services to local businesses, including but not limited to:
●Review request sending via SMS text message and/or email
●Review response management (responding to customer reviews on your behalf or drafting responses for your approval)
●Repurposing client reviews into social media content for distribution across applicable platforms
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time without notice.
3. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Services and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Services (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws.
The Content and Marks are provided on the Services "AS IS" for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Content you submit to us (including customer contact data, business information, and review responses) remains your property. You grant us a non-exclusive, royalty-free license to use such content solely to perform the Services on your behalf.
4. USER REPRESENTATIONS
By using the Services, you represent and warrant that:
●You have the legal capacity and agree to comply with these Terms and Conditions;
●You are not a minor in the jurisdiction in which you reside;
●You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise, unless expressly permitted;
●You will not use the Services for any illegal or unauthorized purpose;
●Your use of the Services will not violate any applicable law or regulation;
●You have obtained all necessary consents from your customers prior to submitting their contact information to us for review request campaigns;
●All information you provide to us is true, accurate, current, and complete.
5. USER REGISTRATION
You may be required to register with the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
You are responsible for maintaining the security of your account credentials and for all activities that occur under your account. You agree to notify us immediately at [email protected] if you suspect any unauthorized use of your account.
6. PURCHASES AND PAYMENT
We accept the following forms of payment:
●Visa
●Mastercard
●American Express
●Discover
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. Sales tax will be added to the price of purchases as deemed required by us. All payments shall be in U.S. dollars.
7. SUBSCRIPTIONS
Billing and Renewal
Your subscription begins on the date you first subscribe and continues on a monthly basis. By subscribing, you authorize us to charge your payment method on a recurring monthly basis until you cancel. Your subscription will automatically renew each month at the then-current subscription rate unless cancelled.
Cancellation
You may cancel your subscription at any time by contacting us at [email protected] or through your account dashboard. Cancellations must be submitted at least five (5) business days before your next billing date to avoid being charged for the following month. No refunds will be issued for partial months of service already rendered.
Fee Changes
We reserve the right to change our subscription fees at any time. We will provide at least thirty (30) days notice of any fee changes. Your continued use of the Services after a fee change constitutes your agreement to pay the modified subscription fee.
8. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree NOT to:
●Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
●Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords;
●Circumvent, disable, or otherwise interfere with security-related features of the Services;
●Use the Services to send unsolicited communications (spam) or to any individual who has opted out of receiving messages;
●Use the Services to solicit or harvest false, fabricated, or incentivized reviews;
●Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Services;
●Use the Services in a manner inconsistent with any applicable laws or regulations, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or any applicable state consumer protection laws;
●Submit contact information for individuals who have not consented to receive communications from your business;
●Engage in any automated use of the system, such as using scripts to send comments or messages;
●Attempt to impersonate another user or person or use the username of another user;
●Use any information obtained from the Services in order to harass, abuse, or harm another person.
9. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Content or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
10. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy available at https://www.1upreviews.com/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Services are hosted in the United States.
If you are accessing the Services from outside the United States, please be aware that your information may be transferred to, stored, and processed by us in our facilities and by those third parties with whom we may share your personal information in the United States and other countries.
11. TERM AND TERMINATION
These Terms and Conditions shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Upon termination, your right to use the Services will immediately cease. We will retain your data for a period of thirty (30) days post-termination, after which it may be permanently deleted.
12. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, OR (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES.
13. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
14. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) your violation of any applicable law, including TCPA, CAN-SPAM, or any applicable state messaging or consumer protection law; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
15. CLIENT RESPONSIBILITIES
As a client of 1UP REVIEWS LLC, you are solely responsible for ensuring that your use of our Services complies with all applicable laws and regulations. Specifically, you agree and represent that:
●You have obtained all required prior written consent from each individual customer before submitting their phone number or email address to us for review request messaging campaigns;
●You are solely responsible for compliance with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and any applicable state laws governing electronic communications and text messaging;
●You will maintain records of all customer consents and provide such records to us upon request;
●All customer contact information you provide to us is accurate and up to date;
●You will promptly notify us of any customer who requests to opt out of communications so that we can honor such request in our systems;
●You will not submit contact information for individuals who have previously opted out of receiving communications from your business;
●You understand that we are a service provider acting on your behalf and that you remain the responsible party for the legality of the messaging campaigns you authorize us to send.
You agree to indemnify, defend, and hold harmless 1UP REVIEWS LLC from any claims, penalties, fines, or damages arising from your failure to obtain proper consent or your violation of any applicable federal or state law relating to electronic messaging.
16. MESSAGING CONTENT AND AUTOMATION
1UP REVIEWS LLC will send review request messages via SMS and/or email using content and templates developed in connection with your account. You acknowledge and agree that:
●Message content will be based on templates approved by you or developed by us on your behalf;
●We may use automation tools and third-party messaging platforms to send review request communications;
●All messages sent on your behalf will identify your business and include opt-out instructions as required by applicable law;
●We are not responsible for the delivery, readability, or reception of messages due to carrier filtering, spam detection, or recipient device limitations;
●You are responsible for reviewing and approving messaging content before campaigns are launched, if a review and approval process is established for your account;
●We reserve the right to decline to send any message content that we reasonably believe violates applicable law or our policies.
17. SMS TEXT MESSAGING
By using our review request SMS services, you acknowledge the following on behalf of yourself and your customers:
●Message and data rates may apply to all SMS messages sent and received;
●All review request SMS campaigns will include clear opt-out instructions (e.g., "Reply STOP to opt out");
●Recipients who reply STOP will be immediately unsubscribed from future SMS messages and we will honor all opt-out requests;
●We will not send messages to any number that has previously opted out;
●Messaging frequency will vary based on the number of customers submitted by you for review request campaigns;
●We are not a wireless carrier and are not liable for delayed or undelivered messages;
●For help, recipients may reply HELP or contact us at [email protected].
You, as the client, are responsible for ensuring that all phone numbers submitted to our platform for SMS campaigns belong to individuals who have provided prior express written consent to receive automated text messages from your business in connection with their prior transaction or business relationship with you.
18. NO GUARANTEE OF REVIEWS OR OUTCOMES
1UP REVIEWS LLC does not guarantee any specific number of reviews, review ratings, improvements in search rankings, increases in revenue, or any other particular business outcome as a result of using our Services.
Review platforms such as Google, Yelp, Facebook, and others have their own policies and algorithms that may affect whether reviews are published, displayed, or filtered. We have no control over third-party review platform decisions and make no representation that reviews solicited through our Services will be published or remain visible.
Our Services are designed to facilitate lawful and ethical review request outreach. We expressly prohibit the use of our platform to solicit fake, fabricated, or incentivized reviews in violation of applicable laws or third-party platform terms of service.
19. GOVERNING LAW
These Terms and Conditions and your use of the Services are governed by and construed in accordance with the laws of the State of Indiana applicable to agreements made and to be entirely performed within the State of Indiana, without regard to its conflict of law principles.
20. DISPUTE RESOLUTION
Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, or the breach, termination, or validity thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The place of arbitration shall be Indianapolis, Indiana. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver
YOU AND 1UP REVIEWS LLC 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.
Exceptions
Notwithstanding the foregoing, either party may bring an individual action in small claims court. Either party may also seek emergency injunctive or other equitable relief from a court of competent jurisdiction in Indiana to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights.
Informal Dispute Resolution
Before initiating arbitration, the parties agree to attempt to resolve any dispute informally for at least thirty (30) days. To initiate informal dispute resolution, send written notice to [email protected] describing the dispute and the relief sought.
21. CONTACT US
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
