Terms and Conditions

1. Agreement to Terms

By accessing or using the Cheers platform and services ("Services"), you agree to be bound by these Terms and Conditions ("Terms"). These Terms apply to all users of the Services, including customers, employees, and administrators. 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 to these Terms. If you disagree with any part of these Terms, you may not access the Services.

Cheers Reviews, Inc. ("Cheers," "we," "us," or "our") is a Delaware corporation that provides a customer acquisition platform for local service businesses, including single-location operators and multi-location brands. Our platform helps businesses monitor and improve their visibility on AI platforms, collect and manage customer reviews, and grow their online presence.

2. Description of Services

Cheers provides a customer acquisition platform designed for local service businesses, including single-location operators and multi-location brands. The Services include, but are not limited to:

• AI Visibility Monitoring:Automated monitoring of your business's visibility and representation across AI platforms including ChatGPT, Google Gemini, Google AI Overviews and AI Mode, Perplexity, and Grok, with actionable reporting and improvement recommendations.
• Review Collection: Tools for collecting customer reviews via NFC badges, QR codes, and direct review links, with employee attribution to track individual performance.
• Review Monitoring and Response: Aggregated monitoring of reviews across platforms, AI-assisted response generation, and sentiment analysis.
• Google Business Profile Management: Integration with Google Business Profile via OAuth to manage your listings, respond to reviews, and publish updates.
• Search and Site Performance Reporting: Optional integrations with services such as Google Search Console and Google Analytics to report on your search visibility and website performance, along with local search ranking and competitor benchmarking.
• Content and Action Plans: AI-assisted generation of recommendations, action plans, and marketing content for your review and approval.
• Employee Attribution and Performance Tracking: Tools for tracking which employees generate reviews and measuring individual and team review performance.
• AI Visibility Grader:A free tool that analyzes your business's current visibility on AI platforms and provides an actionable score and recommendations.
• Analytics and Reporting: Dashboards, performance reports, and action plans to help you understand and improve your customer acquisition efforts.
• API Access: Programmatic access to certain platform features for eligible plans.

We reserve the right to modify, suspend, or discontinue any feature of the Services at any time with reasonable notice to customers.

3. Professional Services

In addition to the platform, Cheers offers professional services, including website design, development, hosting, maintenance, and related digital marketing services, under a separate Statement of Work, Order Form, or other written agreement (each, an "SOW"). The following terms apply to professional services unless the applicable SOW states otherwise:

• Scope. The applicable SOW defines the deliverables, fees, timelines, and service levels for the engagement. If an SOW conflicts with these Terms, the SOW controls for that engagement.
• Deliverable ownership. Upon full payment of the applicable fees, you own the custom deliverables created specifically for you under an SOW, including your website content and design. Cheers retains ownership of its pre-existing materials, templates, components, frameworks, and tools used to build or operate the deliverables, and grants you a non-exclusive license to use them as embedded in your deliverables for as long as you operate them.
• Hosting and DNS. Where Cheers hosts your website, hosting is included in the service fee for the duration of the engagement. You retain ownership and registrar control of your domain at all times, and you authorize Cheers to manage DNS records on your behalf as needed to deliver the service.
• Transition on termination. If a professional services engagement ends, Cheers will provide an export of your website content and a static copy of your site, and will maintain hosting for a reasonable wind-down period of up to 60 days to allow an orderly migration, unless the applicable SOW provides otherwise.
• Approvals. Structural or substantive changes to a live customer website are made with your approval. You are responsible for reviewing and approving content before it is published on your behalf.

4. Account Registration

To use our Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain the security of your account credentials and not share them with unauthorized parties
• Promptly update any changes to your account information
• Accept responsibility for all activities that occur under your account
• Notify us immediately at info@cheers.tech if you suspect unauthorized access to your account

Accounts may only be used by the business entity or individual for whom they are registered. You may not transfer your account to another party without our prior written consent.

5. AI Visibility Grader Terms

The AI Visibility Grader is a free tool available without a paid subscription. Use of the Grader is subject to the following conditions:

• The Grader is provided for informational purposes only and does not constitute professional marketing, SEO, or business advice.
• Use is limited to 3 scans per email address and 5 scans per network IP address within a rolling 24-hour period, subject to approved internal and operational exceptions.
• Automated, bulk, or programmatic access to the Grader is prohibited. The Grader is intended for individual business owners and their authorized representatives only.
• We reserve the right to limit, throttle, or suspend access to the Grader for any user or business that we determine is abusing the tool or using it in a manner inconsistent with these Terms.
• Grader results reflect conditions at the time of the scan and may not accurately represent your business's visibility at any other time. AI platforms update their content and algorithms frequently, and results may change without notice.

6. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights
• Generate, submit, or facilitate fake, fraudulent, or misleading reviews
• Infringe on any patent, trademark, copyright, or other intellectual property right
• Transmit malware, viruses, or any other harmful or malicious code
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services or related systems
• Use automated bots, scrapers, or scripts to access the AI Visibility Grader or any other part of the Services not explicitly made available via our API
• Redistribute, resell, sublicense, or white-label Cheers reports, data, or platform outputs without our prior written consent
• Engage in review gating, defined as the practice of selectively soliciting reviews based on anticipated or known customer sentiment, so as to filter out negative feedback before it reaches review platforms
• Use the Services in any way that violates the terms of service of third-party platforms, including Google, Yelp, or Facebook

Violations of this section may result in immediate suspension or termination of your account and may expose you to legal liability.

7. Review Platform Compliance

You are solely responsible for ensuring that your use of the Services complies with the terms of service and guidelines of any third-party review platforms you connect to Cheers, including but not limited to Google, Yelp, Facebook, and Trustpilot. This includes:

• Not offering incentives, discounts, or other compensation in exchange for reviews
• Not engaging in review gating or selective solicitation (see Section 6)
• Not posting fake, misleading, or non-genuine reviews
• Not using review collection tools in a manner that violates platform-specific policies regarding solicitation timing, volume, or method

Cheers provides tools to facilitate review collection, but we do not control how you use those tools. You agree to use them in compliance with all applicable platform policies and laws, including the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising.

8. AI-Generated Content

Cheers uses artificial intelligence, including third-party AI services, to generate review responses, reports, action plans, insights, and other content as part of the Services. The following terms apply to all AI-generated content:

• AI-generated content is provided as a suggestion or starting point. It is not final or authoritative. You are responsible for reviewing, editing, and approving all AI-generated content before publishing or distributing it.
• Cheers does not guarantee the accuracy, completeness, legality, or appropriateness of any AI-generated content. AI systems can and do make errors.
• You retain full responsibility for any AI-generated content you choose to publish, distribute, or act upon. Publishing AI-generated content on a review platform or elsewhere is your decision, and you bear any resulting liability.
• Do not rely on AI-generated content as legal, financial, medical, or professional advice of any kind.

9. Google Services Integration

By connecting your Google Business Profile ("GBP") to Cheers, you authorize Cheers to access and manage your GBP account via Google's OAuth authorization framework. This authorization includes:

• Reading your reviews, ratings, and profile information
• Posting responses to customer reviews on your behalf
• Updating your business profile information as directed by you
• Publishing posts to your GBP listing as directed by you

You may also connect other Google services, such as Google Search Console and Google Analytics, to enable search and site performance reporting. Cheers accesses connected Google services on a read-only basis except where you direct an action (such as posting an approved review response). Our handling of Google user data is described in our Privacy Policy and adheres to the Google API Services User Data Policy, including its Limited Use requirements.

You may revoke Cheers' access to any connected Google service at any time by disconnecting the integration in the Cheers dashboard or through your Google account settings. Revoking access will immediately stop Cheers from taking further actions but will not undo actions already taken.

Cheers is not responsible for any changes Google makes to its products, features, or API availability. If Google modifies or discontinues functionality, the corresponding Cheers features may be affected without liability to Cheers.

10. NFC Badge and Hardware Terms

Cheers may provide physical NFC badges and related hardware as part of the Services. The following terms govern your use of this hardware:

• NFC badges remain the property of Cheers unless you have purchased them outright under a separate written agreement. Leased badges must be returned upon termination of your account or upon our request.
• You are responsible for distributing NFC badges only to authorized employees and for ensuring appropriate use. You may not modify, reverse engineer, or tamper with any Cheers hardware.
• Badge data, including tap events, timestamps, associated business location, and attributed review activity, is collected and processed in accordance with our Privacy Policy.
• Lost or damaged badges may be replaced at the then-current replacement cost. We will notify you of replacement pricing before processing any replacement order.

11. Payment Terms

Paid plans are billed in advance on a monthly or annual basis based on your selected plan. You agree to pay all fees associated with your plan. Additional terms:

• All fees are non-refundable except as required by applicable law or as explicitly stated in these Terms.
• Plans automatically renew at the end of each billing period. Monthly plans may be cancelled at any time, with cancellation taking effect at the end of the current billing period and access continuing through the end of the paid period. Annual plans require cancellation notice at least 30 days before the renewal date to avoid renewal for the next annual term.
• We reserve the right to change our pricing. Price changes will be communicated to you at least 30 days before they take effect. Your continued use of the Services after a price change constitutes acceptance of the new pricing.
• Annual plans are non-refundable after the first 30 days following the start of the subscription term.
• If payment fails, we may suspend your account until payment is received. Accounts suspended for non-payment for more than 30 days may be terminated.
• Fees for professional services are set out in the applicable SOW.

12. Intellectual Property

The Services and all related content, features, technology, algorithms, and functionality are owned by Cheers and are protected by copyright, trademark, patent, and other intellectual property laws. Except as expressly provided in these Terms or an applicable SOW (including the deliverable ownership terms in Section 3), you may not copy, modify, distribute, sell, or create derivative works based on the Services or any part thereof without our prior written consent.

AI Visibility Reports and analytics generated by the platform are licensed to you for internal business use only. You may not redistribute, publish, white-label, or commercialize these reports without our prior written consent.

Cheers may use aggregated, anonymized data derived from customer usage of the Services for product improvement, research, and benchmarking purposes. This use does not identify you or your business individually.

13. User Content

You retain ownership of the content you submit to the Services, including business information, employee data, and review responses you author. By submitting content, you grant Cheers a non-exclusive, worldwide, royalty-free license to use, store, process, and display that content solely as necessary to provide the Services to you.

You represent and warrant that you have all rights necessary to grant this license and that your content does not violate any third-party rights or applicable laws.

14. Confidentiality

Each party agrees to keep the other's Confidential Information confidential and to use it only for purposes of performing under these Terms. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes, without limitation, business data, customer lists, pricing, product roadmaps, and proprietary methods.

These obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure without any obligation of confidentiality; (c) is independently developed without reference to the other party's Confidential Information; or (d) must be disclosed pursuant to applicable law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates with any effort to seek a protective order.

15. Data Ownership

As between Cheers and you, you own your business data, including your customer review data, employee data, and business profile information that you provide to the Services.

As between Cheers and you, Cheers owns the platform, its underlying technology, algorithms, AI models, and any aggregated or anonymized insights derived from usage of the Services.

Upon termination of your account for any reason, you may request an export of your business data within 30 days of termination. After 30 days, we may delete your data in accordance with our data retention policies and applicable law. We are not liable for any data loss that occurs after the 30-day export window.

16. Service Level

Cheers targets 99.9% uptime for the platform on a monthly basis, excluding scheduled maintenance windows and events outside our reasonable control. Scheduled maintenance will be communicated to customers at least 48 hours in advance where practicable.

Cheers is not responsible for downtime, degraded performance, or data unavailability caused by third-party providers, including but not limited to Google, AI platform providers, internet service providers, or cloud infrastructure providers. Service level commitments apply only to the Cheers platform itself and do not extend to third-party integrations.

17. Third-Party Services

The Services integrate with and rely on a number of third-party platforms, services, and data providers, including but not limited to Google Business Profile, AI platforms (such as ChatGPT, Google Gemini, Perplexity, Anthropic Claude, and Grok), review platforms, and licensed data providers. We are not responsible for the availability, accuracy, security, or content of any third-party service.

Third-party services may change their APIs, policies, or features at any time without notice. Such changes may affect Cheers functionality, and we are not liable for any resulting impact on the Services. Your use of any third-party service integrated with Cheers is subject to that service's own terms of service and privacy policy.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Cheers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, whether incurred directly or indirectly, even if Cheers has been advised of the possibility of such damages.

Cheers' total aggregate liability to you for any claims arising out of or related to these Terms or the Services, regardless of the form of action or the basis of the claim, shall not exceed the total fees paid by you to Cheers in the twelve (12) months immediately preceding the event giving rise to the claim.

19. Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted availability. Cheers does not warrant that the Services will be error-free, that defects will be corrected, or that the Services are free of viruses or other harmful components.

20. Indemnification

You agree to indemnify, defend, and hold harmless Cheers and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property or privacy rights; or (d) any content you submit to the Services.

21. Termination

Either party may terminate these Terms and your access to the Services with 30 days' written notice to the other party. You may provide notice by contacting us at info@cheers.tech; we will provide notice to the email address on your account.

Cheers may terminate or suspend your account immediately and without prior notice in the event of a material breach of these Terms, including but not limited to violations of the Acceptable Use provisions in Section 6.

Upon termination: (a) your access to the Services ceases immediately; (b) you may request an export of your data within 30 days, after which we may permanently delete it; (c) any fees paid for the current subscription term are non-refundable in the event of customer-initiated termination, subject to the refund terms in Section 11; and (d) provisions of these Terms that by their nature should survive termination will survive, including Sections 12, 13, 14, 15, 18, 19, 20, 24, and 25.

22. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control. Such circumstances include, without limitation, natural disasters, acts of God, acts of government or regulatory authorities, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, widespread internet outages, and failures of third-party services or infrastructure.

The affected party will promptly notify the other party of the force majeure event and will resume performance as soon as reasonably practicable after the event ends.

23. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and, where practicable, sending notice to the email address on your account at least 15 days before the changes take effect. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services before the effective date.

24. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

25. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as provided below. The arbitration shall be conducted in San Francisco, California, or remotely if both parties agree. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Small Claims Exception. Either party may elect to bring an individual claim in small claims court, provided the claim qualifies and remains in small claims court.

Class Action Waiver.All disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Both parties expressly waive any right to bring or participate in a class action. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding.

26. Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms shall continue in full force and effect. The invalidity of one provision does not affect the validity of the remaining provisions.

27. Entire Agreement

These Terms, together with Cheers' Privacy Policy and any applicable Statement of Work, Order Form, or other written agreement executed by the parties, constitute the entire agreement between you and Cheers with respect to the Services and supersede all prior and contemporaneous agreements, understandings, representations, and negotiations, whether written or oral, relating to the subject matter hereof.

28. Contact Information

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

• Email: info@cheers.tech
• Address: Cheers Reviews, Inc., 610 22nd Street, San Francisco, CA 94107