Terms Of Service
1. Service Provision
1.1 GiveMe5 provides Subscription Services via GiveMe5.ai ("Subscription Service") and related Professional Services as defined in individual Order Forms or Statements of Work ("SOWs").
1.2 Client cooperation during onboarding is essential. Delays caused by Clients will not alter the terms, durations, or financial obligations. Clients may elect to perform onboarding independently.
1.3 Clients requesting integration with third-party services (e.g., Google, Facebook) are solely responsible for adhering to third-party terms, and acknowledge GiveMe5 holds no liability for third-party services. Use of third-party software integrated into our Services is subject to original licensing terms.
1.4 Clients may use data generated by the Subscription Service solely for display on their websites unless otherwise permitted explicitly in writing by GiveMe5. Third-party data remains subject to licensing restrictions of respective third-party providers.
1.5 Clients agree to:
• Comply fully with all terms set by major review platforms (Google,Facebook), but not only limited to those.
• Not engage in review gating practices. Adhere strictly to FTC regulations regarding review authenticity (16 CFR Part 465).
• Ensure compliant use of customized review widgets provided by GiveMe5.
• Provide equal opportunity for feedback irrespective of sentiment.
• Rectify platform misuse within 30 days following notification to avoid account suspension.
1.6 TCPA and 10DLC Compliance:
• Clients must obtain explicit consent under the TCPA.
• Clients are responsible for compliance with A2P 10DLC obligations, including required registration and applicable fee payments.
• Both parties agree to mutual indemnification for violations of this clause.
1.7 Clients must secure their accounts immediately upon compromise or unauthorized access, promptly deactivating any unauthorized user credentials.
1.8 Fair Use Policy:
• Clients shall refrain from excessive usage of platform resources (bandwidth, API calls, storage), defined as usage three times above the average industry standard per location.
• GiveMe5 may limit access or charge for excessive usage.
1.9 Clients shall not:
• Engage in illegal, unethical, or prohibited activities via the Services.
• Reverse-engineer, scrape, or duplicate GiveMe5 technology or content.
• Use Services to promote illegal, restricted, or association-prohibited products.
• Develop competing services during the term of the agreement or within twelve months following its termination.
GiveMe5 reserves rights to investigate and cooperate with authorities on violations.
2. Free Trials
GiveMe5 may offer limited free trial periods with specific terms outlined at the initiation, typically lasting 14 days unless otherwise stated. Trials automatically terminate unless converted to a paid plan.
3. Fees and Payments
3.1 Prepayment – All subscription fees are charged in advance on your renewal date for the upcoming month or year. Taxes are extra and your responsibility.
3.2 Payment Method – We accept credit‑card payments only, processed through our website.
3.3 Failed Payments & Late Fees – If your card fails, services will be suspended until payment succeeds. Any past‑due balance accrues interest at 1.5 % per month (or the highest legal rate).
3.4 Renewals & Refunds – Subscriptions auto‑renew each term unless canceled before the renewal date. All fees are non‑refundable except as required by law.
4. Proprietary Rights
4.1 GiveMe5 retains all intellectual property rights to its Subscription Service and Professional Services. Clients receive a limited, revocable license for the duration of the agreement. Feedback provided by Clients becomes the property of GiveMe5.
4.2 Clients may not modify, reverse-engineer, resell, or create derivative or competitive services using GiveMe5 technology.
4.3 Data Ownership:
• Clients retain ownership of submitted data, granting GiveMe5 usage rights necessary to provide services.
• GiveMe5 retains ownership of platform-generated data, granting limited usage rights to Clients.
• Third-party data remains subject to third-party licensing and must be deleted upon termination.
4.4 Data processing aligns with GiveMe5’s Privacy Policy and Data Processing Addendum.
4.5 Both parties must maintain confidentiality of proprietary information, employing reasonable protective measures and promptly reporting any breaches.
4.6 Clients consent to GiveMe5’s use of artificial intelligence within Services, ensuring data protection and prohibiting usage for third-party AI training.
5. Warranties, Liability, and Indemnification
5.1 GiveMe5 guarantees Service functionality, availability, security, and professional execution of Professional Services.
5.2 Clients warrant they hold necessary consents and authorizations for data and website content used with Services.
5.3 Parties explicitly disclaim all warranties not stated herein, including guarantees on marketing outcomes or search engine results.
5.4 Liability is capped at fees paid over the prior twelve months, doubled in cases involving gross negligence, indemnification claims, or data breaches.
5.5 Mutual indemnification applies to intellectual property infringement claims arising from the respective technologies or content provided by each party. Indemnification requires prompt written notice, sole defense control by indemnifying party, and reasonable cooperation from the indemnified party.
6. Termination
Either party may terminate for unresolved breaches following a 30-day notice, insolvency events, or mutual agreement. Termination requires Clients to cease service use immediately and settle outstanding fees. Subscriptions paid annually or monthly are explicitly non-refundable, regardless of the reason for termination, unless mandated by applicable law.
Sections 4, 5, 6, 7, 8, and 11 of these Terms shall survive termination or expiration of this agreement.
7. Governing Law, Arbitration, and Jurisdiction
Terms are governed by Delaware law. Parties agree to attempt resolution via good-faith negotiation first. If unresolved, disputes shall be settled via binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Delaware.
Claims must be filed within twelve (12) months from the date of occurrence.
8. Notices
Notices must be provided in writing, sent via courier or certified mail, and considered delivered upon documented receipt.
9. Force Majeure
Neither party is liable for events outside reasonable control, including natural disasters, pandemics, or infrastructure failures.
10. Relationship of Parties
Both parties remain independent contractors, with no joint venture or partnership implied.
11. General Provisions
• Assignment by GiveMe5 is allowed without restriction. Client assignment requires GiveMe5’s consent, except during mergers or acquisitions.
• These Terms constitute the complete agreement.
• Amendments are effective upon continued usage.
By using the Subscription Service, you agree to the terms above.
Questions should be directed to support@giveme5.ai
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