Terms of Service

Effective Date: December 9, 2024

These Terms of Service ("Terms") govern your access to and use of the software, services, and websites (collectively, the "Platform") provided by ReviewSense.ai Ltd, a company registered in England and Wales ("ReviewSense.ai", "we", "us", or "our"). The Platform provides AI-powered review response generation and reputation management tools for businesses.

Please read these Terms carefully before using our Platform. By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

1. Acceptance and Eligibility

1.1 Acceptance of Terms

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms constitute a legally binding agreement between you and ReviewSense.ai Ltd.

1.2 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use the Platform. If you are accessing the Platform on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.

1.3 Business Use

The Platform is designed for business use. By using the Platform, you confirm that you are acting in the course of your trade, business, craft, or profession, and not as a consumer.

2. Platform Licence and Permitted Use

2.1 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business purposes of generating and managing responses to customer reviews.

2.2 Licence Restrictions

You shall not:

• Sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Platform or any content therein
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform
• Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations
• Use any automated system, including "robots", "spiders", or "offline readers", to access the Platform in a manner that sends more request messages to our servers than a human can reasonably produce in the same period
• Attempt to gain unauthorised access to the Platform, other accounts, computer systems, or networks connected to the Platform
• Use the Platform to generate content that is defamatory, obscene, threatening, harassing, or otherwise unlawful
• Remove, alter, or obscure any proprietary notices on the Platform

2.3 Termination of Licence

We may terminate or suspend your licence and access to the Platform immediately, without prior notice or liability, if you breach any provision of these Terms or engage in any illegal or fraudulent use of the Platform.

3. AI-Generated Content

3.1 Nature of AI-Generated Responses

The Platform uses artificial intelligence to generate suggested responses to customer reviews. You acknowledge and agree that:

• AI-generated responses are suggestions only and are provided for your consideration
• AI-generated content may contain errors, inaccuracies, or inappropriate suggestions
• The AI does not have knowledge of your specific business operations, policies, or circumstances beyond what you provide
• AI-generated responses should not be relied upon as legal, medical, financial, or other professional advice

3.2 Your Responsibility for AI-Generated Content

You are solely and entirely responsible for reviewing, editing, approving, and posting any AI-generated responses. Before publishing any response generated by the Platform, you must:

• Review the content for accuracy, appropriateness, and tone
• Ensure the content complies with all applicable laws and regulations
• Verify that the content does not infringe any third-party rights
• Confirm the content is suitable for your business and brand standards
• Make any necessary modifications before posting

3.3 No Liability for AI-Generated Content

ReviewSense.ai shall not be liable for any claims, damages, losses, or expenses arising from or related to AI-generated content that you choose to publish, including but not limited to claims of defamation, intellectual property infringement, or breach of contract with third parties.

4. Integration with Third-Party Review Platforms

4.1 Authorisation

You authorise ReviewSense.ai to integrate with third-party review platforms, including but not limited to Google, Facebook, Trustpilot, and TripAdvisor, using APIs and other tools to retrieve reviews and, if you choose, post responses on your behalf.

4.2 Third-Party Platform Compliance

You are solely responsible for ensuring that your use of the Platform complies with all terms of service, policies, and guidelines of third-party review platforms. ReviewSense.ai does not monitor third-party platform policies and makes no representations or warranties regarding compliance with such policies. Violation of third-party platform policies may result in penalties imposed by those platforms, for which ReviewSense.ai bears no responsibility.

4.3 Third-Party Platform Security

While we take reasonable measures to secure data accessed through API integrations, you acknowledge that the security of third-party platforms is outside our control. We are not responsible for any breaches, unauthorised access, or data loss that occurs on or through third-party platforms.

5. User Responsibilities and Acceptable Use

5.1 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use strong, unique passwords
• Keep your login credentials confidential
• Notify us immediately of any unauthorised access to your account
• Ensure that any authorised users of your account comply with these Terms

5.2 Accurate Information

You agree to provide accurate, current, and complete information during registration and to update such information as necessary to keep it accurate, current, and complete.

5.3 Lawful Use

You agree to use the Platform only for lawful purposes and in accordance with all applicable laws and regulations, including but not limited to:

• - The UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018
• - The Consumer Rights Act 2015
• - The Consumer Protection from Unfair Trading Regulations 2008
• - Any applicable advertising standards and codes of practice
• - All applicable laws regarding the transmission of data from your jurisdiction

6. Data Protection and Privacy

6.1 Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, which forms part of these Terms. By using the Platform, you consent to the collection and use of your data as described in the Privacy Policy.

6.2 Data Processing

Where ReviewSense.ai processes personal data on your behalf (as a data processor), such processing shall be governed by our Data Processing Agreement, which is available upon request and forms part of these Terms.

6.3 Your Data Protection Obligations

You acknowledge that customer reviews may contain personal data. You are responsible for ensuring that your use of the Platform to process such data complies with applicable data protection laws, including obtaining any necessary consents and providing appropriate privacy notices.

7. Fees, Payment, and Subscription

7.1 Subscription Fees

Access to the Platform requires payment of subscription fees as set out on our pricing page or as otherwise agreed in writing. Fees are charged in advance on a recurring basis (monthly or annually, as selected) and are exclusive of VAT unless otherwise stated.

7.2 Payment

You authorise us to charge your designated payment method for all fees due. Payment processing is handled by third-party payment processors, and your use of their services is subject to their terms and conditions. We are not responsible for errors or issues arising from third-party payment processing.

7.3 Price Changes

We reserve the right to modify our fees upon 30 days' prior notice. Price changes will take effect at the start of your next subscription period following the notice.

7.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. You will retain access to the Platform until the end of the period for which you have paid.

7.5 Refunds

Except as required by applicable law, subscription fees are non-refundable. No refunds or credits will be provided for partial subscription periods or unused services.

8. Intellectual Property

8.1 Our Intellectual Property

The Platform, including all software, designs, text, graphics, logos, icons, images, and the selection and arrangement thereof, is owned by or licensed to ReviewSense.ai and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Platform except for the limited licence expressly set out herein.

8.2 Your Content

You retain ownership of any content you submit to the Platform, including business information, branding guidelines, and response templates. By submitting content, you grant us a non-exclusive, worldwide, royalty-free licence to use, store, and process such content solely for the purpose of providing the Platform services to you.

8.3 AI Output

Subject to your compliance with these Terms and payment of applicable fees, you may use AI-generated responses created through the Platform for your business purposes. We do not claim ownership of the specific responses generated for you.

9. Disclaimer of Warranties

9.1 "As Is" Basis

The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, ReviewSense.ai expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components
• Warranties regarding the accuracy, reliability, or completeness of any AI-generated content
• Warranties that the Platform will meet your specific requirements or expectations

9.2 No Professional Advice

The Platform does not provide legal, financial, medical, or other professional advice. AI-generated responses are for informational purposes only and should not be relied upon as professional guidance. You should seek independent professional advice where appropriate.

9.3 Third-Party Services

We make no warranties or representations regarding any third-party services, platforms, or integrations. Your use of third-party services is at your own risk and subject to the terms of those third parties.

10. Limitation of Liability

10.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, in no event shall ReviewSense.ai, its directors, officers, employees, agents, or affiliates be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business, or anticipated savings
• Loss of data or corruption of data
• Loss of goodwill or reputation
• Loss of use or business interruption

arising out of or in connection with these Terms or your use of the Platform, 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.

10.2 Cap on Liability

Subject to Clause 10.3, our total aggregate liability to you for all claims arising out of or in connection with these Terms or your use of the Platform shall not exceed the greater of: (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred pounds sterling (£100).

10.3 Exceptions

Nothing in these Terms shall exclude or limit liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable law

10.4 Basis of the Bargain

You acknowledge that the fees charged for the Platform reflect the allocation of risk set out in these Terms and that we would not enter into these Terms without these limitations on liability.

11. Indemnification

You agree to indemnify, defend, and hold harmless ReviewSense.ai and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Platform
• Any AI-generated content that you publish, post, or otherwise make available
• Your violation of these Terms
• Your violation of any applicable laws, regulations, or third-party rights
• Your violation of any third-party review platform terms or policies
• Any dispute between you and your customers or third parties

12. Term and Termination

12.1 Term

These Terms commence on the date you first access or use the Platform and continue until terminated in accordance with this section.

12.2 Termination by You

You may terminate these Terms at any time by cancelling your subscription and ceasing all use of the Platform.

12.3 Termination by Us

We may terminate or suspend your access to the Platform immediately, without prior notice, if:

• You breach any provision of these Terms
• You fail to pay any fees when due
• We are required to do so by law
• We decide to discontinue the Platform or any part thereof

12.4 Effect of Termination

Upon termination, your licence to use the Platform shall immediately cease. You will not be entitled to any refund of fees already paid. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, and indemnification obligations.

13. Changes to the Platform and Terms

13.1 Changes to the Platform

We reserve the right to modify, suspend, or discontinue the Platform or any part thereof at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Platform.

13.2 Changes to Terms

We may update these Terms from time to time. We will notify you of any material changes by posting the new Terms on our website and updating the "Effective Date". For existing users, material changes will become effective 30 days after posting unless otherwise stated. Your continued use of the Platform after any changes constitutes your acceptance of the new Terms.

14. Communications

14.1 Electronic Communications

By using the Platform, you consent to receiving electronic communications from us, including emails regarding your account, service updates, and marketing communications (where you have opted in). You may opt out of marketing communications at any time.

14.2 Notices

All notices to ReviewSense.ai must be sent to info@reviewsense.ai or to our registered office address. Notices to you may be sent to the email address associated with your account.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

15.3 Alternative Dispute Resolution

Before initiating any legal proceedings, you agree to contact us to attempt to resolve any dispute informally. We will endeavour to resolve complaints and disputes promptly and fairly.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and ReviewSense.ai regarding the Platform and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable whilst preserving the parties' original intent.

16.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction.

16.5 Third-Party Rights

These Terms do not confer any rights on any person or party other than the parties to these Terms. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.

16.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour, or materials.

17. Contact Information

If you have any questions about these Terms, please contact us at: