Terms and Conditions — True Proof Marketing

2.1 "Company," "we," "us," or "our"

"Company," "we," "us," or "our" means True Proof Marketing, [the legal entity name, if different], a [State] [entity type], with a mailing address at [Company Mailing Address].

2.2 "You" or "your"

"You" or "your" means the individual or business accessing the Site or purchasing or using the Services.

2.3 "Services"

"Services" means the products, services, subscriptions, software features, content, deliverables, and support offered by the Company, including the products and services described in Section 3.

2.4 "Site"

"Site" means https://trueproofmarketing.com and any related pages, subdomains, applications, online portals, or digital properties operated by the Company.

3.1 Google Review NFC Cards and Countertop Plates

The Company offers physical cards and countertop plates containing near-field communication ("NFC") technology and, where applicable, QR codes. When used with a compatible smartphone, these products are designed to direct a customer to the purchasing business's Google Business Profile review page.

The Company may link or configure the device using information supplied by you before shipping. You are responsible for providing accurate Google Business Profile information and promptly notifying the Company of any changes.

NFC functionality depends on the device, operating system, browser, internet connection, and other conditions outside the Company's control.

3.2 AI-Powered Review Responses

The Company may provide automated or assisted responses to reviews posted on or associated with your Google Business Profile or other supported platforms.

Depending on the package purchased, responses may be generated, scheduled, or published automatically. You are responsible for reviewing published content and notifying the Company of any corrections or changes you want made.

3.3 Reel Reviewz

Reel Reviewz is a done-for-you content service that may transform selected recent positive Google reviews into social-media video reels or other promotional content for platforms such as Instagram, Facebook, and similar services.

The exact number, format, duration, frequency, source material, and distribution channels will be determined by the applicable order, package, or service description. Availability may depend on the number and content of qualifying reviews and the requirements of third-party platforms.

3.4 Custom Work Graphics

The Company may create graphics or other visual marketing content using photographs, logos, descriptions, and other materials supplied by you. You are responsible for ensuring that you have the necessary rights and permissions to provide and use those materials.

3.5 Website Live Review Widget

The Company may provide an embeddable widget that displays selected or recent reviews from Google or another supported platform on your website.

Widget availability, functionality, displayed content, and update frequency may depend on third-party services, technical integrations, and platform policies.

3.6 Updates to Services

The Company may update, modify, replace, or discontinue features of the Services from time to time. We may also change the appearance, functionality, technology, or method of delivery of the Services.

The Services delivered to you will generally be those described in the applicable order, package, or service description at the time of purchase, subject to reasonable updates and changes that do not materially reduce the essential functionality of the purchased Services.

4.1 Orders

An order is accepted only when the Company confirms the order or begins fulfilling it. The Company may refuse, cancel, or limit an order for reasons including product availability, pricing errors, suspected fraud, inability to verify payment, or violation of these Terms.

4.2 Pricing

Prices are displayed on the Site, in an order form, proposal, invoice, or other purchasing interface. The Company's services may start at prices such as $40, but actual pricing depends on the product, package, customization, subscription, shipping, taxes, and other applicable charges.

Unless otherwise stated, prices are quoted in U.S. dollars and do not include applicable taxes, shipping, or other fees.

The Company may change prices at any time. Price changes will generally apply to future purchases and future subscription billing periods. If a recurring subscription price changes materially, the Company may provide notice as required by applicable law.

4.3 Payment Methods

The Company accepts the payment methods displayed at checkout or otherwise approved by the Company. Payment processing may be handled by third-party payment processors, whose terms and privacy policies may also apply.

4.4 Billing Authorization

By providing payment information, you authorize the Company and its payment processors to charge the applicable amounts, including one-time charges, recurring charges, taxes, shipping charges, approved add-ons, and other amounts expressly authorized by you.

You represent that you are authorized to use the payment method provided and agree to keep your billing information current.

4.5 Taxes

You are responsible for all applicable sales, use, excise, value-added, and other taxes associated with your purchase, except taxes imposed on the Company's net income. The Company may collect taxes where required by law.

4.6 Failed Payments

If a payment is declined, reversed, disputed, or otherwise fails, the Company may retry the payment, request an alternate payment method, suspend Services, cancel an order, or terminate a subscription. You remain responsible for unpaid amounts and reasonable collection costs to the extent permitted by law.

5.1 Automatic Renewal

Some Services are offered on a recurring subscription basis. Unless otherwise stated at purchase, a subscription automatically renews at the end of each billing period for a period of the same length.

By purchasing a subscription, you authorize the Company to charge the applicable recurring fee at the beginning of each renewal period using your selected payment method.

5.2 Billing Cycle

The billing cycle may be monthly, annually, or another period stated at checkout, in an order, or in a service agreement. The initial billing date and renewal date may vary depending on the date of purchase or activation.

5.3 Cancellation

You may cancel a subscription by:

• Using the cancellation option in your account or customer portal, if available;
• Following the cancellation instructions provided at purchase; or
• Contacting the Company at [Support Email Address] or [Company Phone Number].

To avoid the next charge, cancellation must be received at least [number] days before the next scheduled renewal date, unless applicable law requires a different period.

5.4 Effect of Cancellation

Cancellation stops future renewals but generally does not reverse the current billing period. You may continue to access or receive the applicable Services through the end of the paid period unless the Company terminates access for breach, non-payment, misuse, or another reason permitted by these Terms.

Except where required by law or expressly stated in writing, the Company does not provide partial-period refunds for canceled subscriptions.

5.5 Free Trials and Promotional Offers

Any free trial, discounted introductory period, coupon, or promotional offer is subject to the terms presented when the offer is made. Unless otherwise stated, a trial or promotional subscription may convert to a paid subscription after the promotional period ends.

6.1 Physical Products

For physical products, including NFC cards and countertop plates, the Company will process and ship orders within the estimated processing period stated at checkout or in the order confirmation. If no period is stated, the estimated processing period is [number] business days.

Processing times are estimates and are not guaranteed unless the Company expressly agrees otherwise in writing.

6.2 Shipping Carriers

The Company may use third-party carriers selected by the Company or made available at checkout. Estimated delivery dates are provided by the carrier and may be affected by weather, service interruptions, address issues, customs, holidays, or other circumstances outside the Company's control.

You are responsible for providing a complete and accurate shipping address.

6.3 Delivery and Risk of Loss

To the extent permitted by applicable law, risk of loss or damage to physical products passes to you when the products are delivered to the shipping address provided in your order or released to the carrier, as applicable.

If a shipment is lost, damaged, delayed, or delivered to an incorrect address because of inaccurate information supplied by you, you may be responsible for replacement and reshipping costs.

7.1 Physical Product Returns

You may request a return of an eligible physical product within [30] calendar days after delivery by contacting [Support Email Address].

To qualify for a return, the product must generally be:

• Unused and in resalable condition;
• Free from damage, modification, or unauthorized alteration;
• Returned with all original components and packaging; and
• Accompanied by proof of purchase.

Customized, personalized, configured, or activated products may not be eligible for return unless they are defective or applicable law requires otherwise.

7.2 Return Authorization

Do not send a product back without first receiving return instructions or authorization from the Company. You may be responsible for return shipping costs unless the product was defective, incorrectly shipped, or the Company agrees otherwise.

The Company may inspect returned products before approving a refund or replacement.

7.3 Defective or Incorrect Products

If you receive a defective, damaged, or incorrect product, contact [Support Email Address] within [number] days after delivery and include your order number and photographs or other requested information. Subject to verification, the Company may provide a replacement, repair, refund, or other appropriate remedy.

7.4 Services and Digital Deliverables

Except where required by law or expressly stated in an order or service agreement, Services are non-refundable once the Company has begun performing them.

Digital deliverables, including graphics, reels, responses, configurations, widgets, and other digital materials, are non-refundable once delivered, published, made available, or substantially completed.

7.5 Refund Requests

To request a refund, return, replacement, or billing review, contact:

• Email: [Support Email Address]
• Mail: [Company Mailing Address]
• Phone: [Company Phone Number]

Include your name, business name, order number, purchase date, and a description of the request.

Nothing in this section limits any non-waivable refund or cancellation rights provided by applicable law.

9.1 Third-Party Dependence

The Services may depend on Google Business Profile, Google review pages, social-media platforms, website hosts, payment processors, shipping carriers, internet service providers, artificial-intelligence providers, and other third-party platforms or services.

Third-party platforms may change their policies, algorithms, application programming interfaces, access permissions, functionality, availability, or terms without notice. The Company is not responsible for interruptions, suspensions, account restrictions, content removal, changes in visibility, or other actions taken by third parties.

9.2 No Google Affiliation

True Proof Marketing is independent of Google and is not affiliated with, sponsored by, endorsed by, or officially connected with Google LLC or its affiliates. "Google Business Profile" and related names are trademarks of their respective owners.

9.3 Compliance With Review Policies

You must use the Services in compliance with applicable laws and the policies of Google and other review platforms.

The Company will not create, purchase, post, or knowingly facilitate fake, misleading, fraudulent, or fabricated reviews. The Company will not require or encourage reviews conditioned on a particular rating, and will not use prohibited incentives or other practices designed to manipulate review results.

9.4 No Specific Results

The Company does not guarantee:

• Any specific number of reviews;
• Any particular star rating;
• Any ranking position in Google or another search engine;
• Continued visibility or placement in search results;
• Increased traffic, leads, sales, revenue, or conversions;
• Approval, continued access, or uninterrupted operation of any third-party account;
• Any particular social-media reach, engagement, or performance; or
• Any particular business or marketing result.

Past results, examples, testimonials, and customer reports are illustrative only and are not guarantees of future performance.

10.1 Company Property

The Site, its design, layout, text, graphics, logos, photographs, videos, software, systems, templates, processes, documentation, prompts, know-how, and other materials created or provided by the Company ("Company Materials") are owned by or licensed to the Company and are protected by intellectual-property and other applicable laws.

Except as expressly stated in these Terms, no ownership or license is granted to you.

10.2 Limited License to Delivered Materials

After you have paid all amounts due, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use final deliverables specifically created for you as part of the purchased Services for your own business and marketing purposes.

This license does not include the Company's underlying templates, systems, software, methods, source files, stock materials, third-party materials, or pre-existing intellectual property unless expressly stated in writing.

The Company may retain ownership of drafts, unused concepts, working files, templates, internal tools, and general skills and know-how used to create your deliverables.

10.3 Your Content

You retain ownership of the photographs, logos, trademarks, business information, reviews, text, videos, and other content that you provide to the Company or authorize the Company to access ("Your Content").

You grant the Company a worldwide, non-exclusive, royalty-free license to host, copy, reproduce, modify, format, display, distribute, transmit, and otherwise use Your Content as reasonably necessary to provide, maintain, improve, and promote the Services.

10.4 Portfolio and Marketing Use

Unless you opt out under this Section, you grant the Company permission to identify your business and display or reference approved deliverables, business name, logos, publicly available reviews, and publicly available results in the Company's portfolio, case studies, website, social-media channels, advertisements, and other marketing materials.

You may opt out of future portfolio or marketing use by emailing [Support Email Address] with the subject line "Marketing Use Opt-Out." The opt-out will apply prospectively and may not require removal of materials already published, distributed, or incorporated into completed marketing campaigns, unless otherwise required by law or agreed in writing.

10.5 Rights and Permissions

You represent and warrant that you have all rights, permissions, releases, and legal authority necessary for the Company to use Your Content as described in these Terms. You must not provide content that infringes another person's rights or violates law or third-party terms.

13.1 "As Is" and "As Available"

To the fullest extent permitted by law, the Site and Services are provided "as is" and "as available," without warranties of any kind except those expressly stated in writing by the Company.

13.2 No Implied Warranties

To the fullest extent permitted by law, the Company disclaims all implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, and uninterrupted or error-free operation.

13.3 No Professional Advice

The Services are marketing and reputation-management services. They are not legal, tax, accounting, financial, public-relations, cybersecurity, or other professional advice.

You should consult an appropriately licensed professional for advice specific to your business, industry, location, or circumstances.

13.4 Legal Limitations

Some jurisdictions do not allow certain warranty disclaimers or limitations. In those jurisdictions, the disclaimers in this Section apply only to the maximum extent permitted by applicable law.

14.1 Excluded Damages

To the fullest extent permitted by law, the Company and its owners, officers, employees, contractors, agents, licensors, service providers, and affiliates will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business, lost opportunities, loss of goodwill, loss of data, or business interruption arising out of or relating to the Site, Services, products, these Terms, or any inability to use them.

This exclusion applies regardless of the legal theory asserted and even if the Company was advised that such damages were possible.

14.2 Liability Cap

To the fullest extent permitted by law, the total aggregate liability of the Company and the parties listed above for all claims arising out of or relating to the Site, Services, products, or these Terms will not exceed the total amount you paid to the Company for the applicable Services during the 12 months immediately preceding the event giving rise to the claim.

14.3 Exceptions

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability that applicable law makes non-waivable.

16.1 Term

These Terms begin when you access or use the Site or purchase or use the Services and continue until terminated under this Section.

16.2 Suspension or Termination by the Company

The Company may suspend or terminate your access to the Site or Services, cancel an order, or terminate a subscription if:

• You breach these Terms;
• You fail to pay amounts due;
• You provide inaccurate or misleading information;
• Your use creates a legal, security, operational, or reputational risk;
• A third-party platform restricts or terminates required access;
• The Company is required to do so by law; or
• The Company discontinues the applicable Service.

Where reasonably practicable, the Company may provide notice and an opportunity to cure, but it is not required to do so when immediate action is reasonably necessary.

16.3 Termination by You

You may stop using the Site at any time. You may cancel recurring Services as described in Section 5. Termination does not eliminate payment obligations incurred before termination.

16.4 Effect of Termination

Upon termination:

• Your right to access and use the affected Services may end;
• The Company may disable integrations, widgets, automations, or account access;
• Any unpaid amounts become immediately due;
• The Company may delete or return information in accordance with its retention practices and applicable law; and
• Provisions that by their nature should survive termination will remain in effect, including provisions concerning intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, payment obligations, and general provisions.

17.1 Governing Law

These Terms and any dispute arising out of or relating to the Site, Services, products, or these Terms will be governed by the laws of the State of [State of Formation], without regard to conflict-of-law rules.

17.2 Informal Resolution

Before starting arbitration or a court proceeding, the parties agree to attempt in good faith to resolve the dispute informally.

The party raising the dispute must send written notice describing the dispute, relevant facts, and requested relief to:

The parties will have at least 30 days after receipt of the notice to attempt informal resolution. This requirement does not prevent either party from seeking emergency injunctive or other provisional relief when necessary to protect rights or property.

17.3 Binding Individual Arbitration

Except for eligible matters that may be brought in small-claims court, any dispute that cannot be resolved informally will be resolved by binding individual arbitration administered by [American Arbitration Association/JAMS] under its applicable commercial rules.

The arbitration will take place in or near [County], [State of Formation], unless the parties agree otherwise or the arbitrator determines that a remote proceeding is appropriate. The arbitrator may award the same individual remedies that a court could award.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision to the extent applicable.

17.4 Small-Claims Option

Either party may bring an individual claim in small-claims court if the claim qualifies for that court and remains there. A party may elect small-claims court before an arbitrator is appointed by notifying the other party in writing.

17.5 Class-Action and Representative-Action Waiver

To the fullest extent permitted by law, disputes may be brought only on an individual basis. Neither you nor the Company may:

• Participate in a class, collective, consolidated, or representative action;
• Seek relief on behalf of the general public or another person; or
• Act as a private attorney general in arbitration or court.

The arbitrator may not combine claims or conduct a class, collective, consolidated, or representative proceeding.

If applicable law prohibits enforcement of this waiver for a particular claim, that claim will proceed only to the extent required by law, and any remaining claims will proceed individually.

17.6 Jury-Trial Waiver

To the extent a dispute proceeds in court rather than arbitration, you and the Company knowingly waive any right to a jury trial to the fullest extent permitted by law.

17.7 Arbitration Opt-Out

You may opt out of the arbitration and class-action waiver provisions by sending a written opt-out notice to [Dispute-Resolution Email Address] or [Company Mailing Address] within 30 days after first accepting these Terms.

The opt-out notice must include your full name, business name, mailing address, email address, the date you accepted these Terms, and a clear statement that you opt out of the arbitration and class-action waiver provisions. An opt-out notice applies only to the person and business identified in the notice and does not affect other agreements.

17.8 Venue

For any matter permitted to proceed in court, exclusive venue will be in the state or federal courts located in or serving [County], [State of Formation], unless applicable law requires another venue.

18.1 Entire Agreement

These Terms, together with any applicable order, proposal, service agreement, invoice, checkout terms, and policies incorporated by reference, constitute the entire agreement between you and the Company concerning the Site and Services and supersede prior or contemporaneous understandings concerning the same subject.

If there is a conflict between these Terms and a signed written service agreement, the signed service agreement controls for the conflicting subject matter.

18.2 Changes to These Terms

The Company may update these Terms from time to time. The updated version will be posted on the Site with a revised "Last Updated" date.

Changes will apply prospectively unless applicable law requires otherwise. Your continued use of the Site or Services after updated Terms become effective constitutes acceptance of the updated Terms.

18.3 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be modified or limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

18.4 Assignment

You may not assign, transfer, delegate, or otherwise dispose of your rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms or its rights and obligations in connection with a merger, reorganization, sale of assets, change of control, or transfer of the applicable business.

18.5 No Waiver

The Company's failure to enforce any provision of these Terms is not a waiver of its right to enforce that provision later. A waiver must be in writing and applies only to the specific instance for which it is given.

18.6 Force Majeure

The Company is not responsible for delay or failure to perform caused by events outside its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, government action, public-health emergencies, internet or telecommunications failures, cybersecurity incidents, supply shortages, shipping interruptions, platform outages, or failures of third-party providers.

18.7 Notices

The Company may provide notices by posting them on the Site, sending them to the email address associated with your account or order, or using another reasonable method.

You may provide notices to the Company by emailing [General Contact Email Address] or mailing written notice to:

18.8 Independent Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment relationship, franchise, or fiduciary relationship.

18.9 No Third-Party Beneficiaries

Except for the Company's owners, officers, employees, contractors, agents, licensors, service providers, and affiliates protected under these Terms, these Terms do not create rights for any third-party beneficiary.

18.10 Electronic Communications

You consent to receive contracts, notices, invoices, disclosures, and other communications electronically, including by email, account notification, or posting on the Site. You agree that electronic records satisfy any legal requirement that communications be in writing, to the extent permitted by law.