Terms and Conditions

Updated:

Oct 6, 2025

Effective Date: October 6, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between Cheers Reviews Inc, doing business as Cheers ("Cheers," "we," "us," or "our"), and the entity or person agreeing to these terms ("Client" or "you").

By accessing or using the Cheers GEO platform, website (https://www.cheers.tech), mobile tools, or related services (collectively, the "Services"), signing an Order Form that references these Terms, or clicking a button indicating your acceptance, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.


1. Definitions

  • "Aggregated Data" means data related to the use of the Services that is anonymized and aggregated, used by Cheers to analyze trends, improve the Platform, and compile statistical information.

  • "Authorized User" means an individual employee, contractor, or agent of the Client authorized to use the Services. This includes "Administrators" (who manage the account) and "Frontline Users" (who use the tools at the point of service).

  • "Client Data" means electronic data submitted by the Client or its Authorized Users to the Services, including information about Authorized Users (e.g., name, employee ID, location) and End-Customer contact details necessary for utilizing the Services.

  • "End-Customer" means an individual who is a customer of the Client and interacts with the Services (e.g., by providing a review, tip, or referral).

  • "GEO" (Generative Engine Optimization) means the practice of optimizing a business's online reputation, citations, and social proof to improve visibility on AI assistants and local search platforms.

  • "Order Form" means an ordering document or online order specifying the Services to be provided, the subscription term, and applicable fees.

  • "Platform" means the Cheers proprietary software-as-a-service platform, including associated mobile applications, NFC tools, links, and flows.

  • "User Content" means the content generated by End-Customers via the Services, such as reviews, ratings, referrals, tips, photos, and other social proof.


2. The Services


2.1. Provision of Services. Cheers will make the Services available to the Client and its Authorized Users pursuant to these Terms and the applicable Order Form during the Subscription Term. The Services include analyzing the Client’s online reputation, providing tools for capturing goodwill at the point of service, and attributing outcomes (reviews, referrals, tips) to specific Authorized Users and locations.


2.2. License Grant. Subject to the Client’s compliance with these Terms and payment of all applicable Fees, Cheers grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to access and use the Platform solely for the Client's internal business operations.


2.3. Tools and Hardware. If Cheers provides physical tools (e.g., NFC devices) ("Tools") as part of the Services, these Tools are provided for use exclusively with the Cheers Platform. Specific terms regarding the purchase, lease, replacement fees, and maintenance of Tools will be specified in the applicable Order Form.



3. Client Responsibilities and Restrictions


3.1. Account Management. The Client is responsible for all activities that occur under its account, including the actions of its Authorized Users. The Client must maintain the confidentiality of all login credentials and promptly notify Cheers of any unauthorized access.


3.2. Use Restrictions. The Client agrees not to, and not to permit Authorized Users or third parties to: (a) License, sell, rent, lease, or transfer the Services; (b) Use the Services to process or store infringing, libelous, unlawful, or tortious material, or to store or transmit malicious code; (c) Interfere with or disrupt the integrity or performance of the Services; (d) Attempt to gain unauthorized access to the Platform or its related systems; (e) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Platform (except where prohibited by law); (f) Use the Services to build a competitive product.


4. Compliance and Conduct


4.1. General Compliance. The Client is solely responsible for ensuring that its use of the Services complies with all applicable local, state, federal, and international laws, including privacy laws, labor laws, and consumer protection laws.


4.2. Employee Attribution and Consent. A core feature of the Services is attributing outcomes to individual Frontline Users. The Client is solely responsible for: (a) Informing Frontline Users about the data collected through the Services and how it is used (e.g., for performance evaluation, coaching, rewards). (b) Obtaining all necessary legal consents and authorizations from Frontline Users required to collect, use, and process their personal information and performance data through the Services. (c) Complying with all applicable employment and labor laws related to the monitoring of employee performance.


4.3. Review Solicitation Compliance. The Client acknowledges that the solicitation of reviews is governed by laws (such as the Federal Trade Commission Act and the Consumer Review Fairness Act) and the terms of service of third-party review platforms (e.g., Google). The Client is solely responsible for ensuring its methods of soliciting reviews via the Services comply with all such laws and terms. The Client agrees not to use the Services to engage in deceptive practices, including: (a) Review Gating: Selectively soliciting only positive reviews or discouraging negative reviews in a manner prohibited by law or third-party platform policies. (b) Improper Incentives: Offering incentives for reviews without required disclosures or in a manner that violates platform policies. (c) Fake Reviews: Generating reviews that do not reflect the genuine experience of an End-Customer.


4.4. Communications (TCPA/CAN-SPAM). If the Services are used to send text messages (SMS) or emails to End-Customers (e.g., review requests), the Client is solely responsible for ensuring compliance with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and similar regulations. The Client must ensure it has the appropriate level of consent before initiating such communications via the Platform.


4.5. Tips and Gratuities (If Applicable). If the Client uses the Services to facilitate the collection of tips for Authorized Users, the Client acknowledges that Cheers acts solely as a technology facilitator. The Client is solely responsible for the proper calculation, distribution, reporting, and taxation of those tips, and compliance with all applicable tax and labor laws regarding tipped employees.


5. Data Privacy and Security


5.1. Data Roles. Cheers acts as a Data Processor (or Service Provider) with respect to Client Data. The Client acts as the Data Controller (or Business). We process Client Data only on behalf of the Client and according to the Client's instructions, as set forth in these Terms, our Privacy Policy, and the applicable Data Processing Addendum (DPA).


5.2. Client Obligations Regarding Data and Consents. The Client represents and warrants that it has the necessary rights, permissions, and consents to collect, use, and transfer Client Data to Cheers. This includes obtaining consents from Authorized Users (as detailed in Section 4.2) and providing all required notices and obtaining all necessary consents from End-Customers for the collection and processing of their feedback, contact information, and other personal data collected via the Services.


5.3. Security. Cheers will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data.


6. Intellectual Property and Data Ownership


6.1. Cheers IP. Cheers owns and retains all right, title, and interest in and to the Platform, the Services, all underlying technology, and all intellectual property rights therein. No rights are granted to the Client other than as expressly set forth herein.


6.2. Client Data. The Client owns and retains all right, title, and interest in and to the Client Data. The Client grants Cheers a worldwide, non-exclusive, royalty-free license to access, use, process, copy, and display Client Data solely as necessary to provide the Services to the Client.


6.3. User Content. User Content is generated by End-Customers. While the Client utilizes this content via the Services, the Client acknowledges that End-Customers may retain ownership rights to their own reviews and content, subject to the terms of any third-party platforms where the content is posted.


6.4. Aggregated Data. Cheers may use Client Data to create Aggregated Data. We may use Aggregated Data for our legitimate business purposes, including improving the Platform, benchmarking, and developing new features, provided that the Aggregated Data does not identify the Client or any individual.


6.5. Feedback. If the Client provides feedback or suggestions regarding the Services ("Feedback"), Cheers is free to use such Feedback without any obligation or compensation to the Client.


7. Fees and Payment


7.1. Fees. The Client will pay all fees specified in the applicable Order Form ("Fees"). Fees are based on the Services purchased and not actual usage. Payment obligations are non-cancelable, and Fees paid are non-refundable, except as expressly provided in these Terms.


7.2. Invoicing and Payment. Fees will be invoiced in advance in accordance with the Order Form. Unless otherwise stated, invoices are due net 30 days from the invoice date.


7.3. Overdue Charges and Suspension. If any invoiced amount is not received by the due date, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. We may suspend the Services until the amounts are paid in full.


7.4. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments ("Taxes"). The Client is responsible for paying all Taxes associated with its purchases.


8. Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential. The Recipient agrees to use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) to (i) not use any Confidential Information of the Discloser for any purpose outside the scope of these Terms, and (ii) limit access to Confidential Information to those employees and contractors who need access for purposes consistent with these Terms and who are bound by confidentiality obligations.


9. Warranties and Disclaimers


9.1. Warranties. Cheers warrants that the Services will perform materially in accordance with the applicable documentation. The Client warrants that its use of the Services will comply with all applicable laws and regulations.


9.2. General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND CHEERS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CHEERS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.


9.3. GEO and AI Outcome Disclaimer. CHEERS PROVIDES TOOLS AND STRATEGIES FOR GEO. HOWEVER, CHEERS DOES NOT CONTROL THE ALGORITHMS OR POLICIES OF THIRD-PARTY AI ASSISTANTS (E.G., CHATGPT, GEMINI), SEARCH ENGINES, OR REVIEW PLATFORMS. CHEERS DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES REGARDING RANKINGS, AI RECOMMENDATIONS, THE VOLUME OF INBOUND DEMAND, OR THE CONTINUED VISIBILITY OF REVIEWS ON THIRD-PARTY PLATFORMS. CHEERS IS NOT LIABLE FOR ACTIONS TAKEN BY THIRD-PARTY PLATFORMS, SUCH AS THE REMOVAL OF REVIEWS.


10. Indemnification


10.1. Indemnification by Client. The Client will defend, indemnify, and hold harmless Cheers from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client Data or User Content; (b) the Client's breach of these Terms or violation of applicable law (including privacy, employment, consumer protection, or TCPA violations); (c) the Client’s failure to obtain necessary consents from Authorized Users or End-Customers as required by Sections 4 and 5; or (d) the Client’s use of the Services to solicit reviews, referrals, or tips, including disputes arising from the distribution or taxation of tips.


10.2. Indemnification by Cheers. Cheers will defend and indemnify the Client against any claims brought by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, subject to certain exceptions (e.g., combination of the Services with other products or data not provided by Cheers).


11. Limitation of Liability


11.1. Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.


11.2. Cap on Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.


12. Term and Termination


12.1. Subscription Term and Renewal. The initial subscription term shall be as specified in the Order Form. Except as otherwise specified, subscriptions will automatically renew for additional periods equal to the expiring subscription term (collectively the "Subscription Term"), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.


12.2. Termination for Cause. A party may terminate these Terms or any Order Form for cause (i) upon thirty (30) days written notice of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or related proceeding.


12.3. Effect of Termination. Upon termination or expiration, the Client’s right to access the Services will immediately cease. Upon request by the Client made within 30 days after the effective date of termination, Cheers will make Client Data available for export. After that 30-day period, Cheers may delete the Client Data.


12.4. Survival. The sections titled "Fees and Payment," "Intellectual Property," "Confidentiality," "Warranties and Disclaimers," "Indemnification," "Limitation of Liability," and "General Provisions" will survive any termination or expiration of these Terms.


13. General Provisions


13.1. Governing Law and Venue. These Terms shall be governed by the laws of the State of California, without regard to its conflict of laws principles. Any legal action will be brought exclusively in the federal or state courts located in San Francisco, CA, and the parties hereby consent to personal jurisdiction and venue therein.


13.2. Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when receipt is electronically confirmed, if transmitted by email. Notices to Cheers should be sent to legal@cheers.tech and 1395 22nd Street, Unit 643, San Francisco, CA 94107.


13.3. Entire Agreement and Modifications. These Terms, including any Order Forms and referenced policies, constitute the entire agreement between the parties and supersede all prior agreements, proposals, or representations concerning its subject matter. Cheers reserves the right to modify these Terms. We will provide notice of material changes, and continued use of the Services after the effective date constitutes acceptance of the modified Terms.


13.4. Assignment. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld); provided, however, either party may assign these Terms in their entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.


13.5. Force Majeure. Neither party shall be liable for any failure or delay in performance (other than for payment of money) for causes beyond the party’s reasonable control, including acts of God, acts of government, natural disasters, civil unrest, acts of terror, or internet service provider failures.


13.6. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.