Terms of Service

Last Updated: [DATE]

These Terms of Service ("Terms") govern the access to and use of the Karma Repute platform and related services ("Karma", "Platform", "Services") provided by [KARMA LEGAL COMPANY NAME] ("Karma", "we", "us", or "our").

By creating an account, activating an account, purchasing a subscription, or using the Services, you agree to these Terms.

If you are using Karma on behalf of a business or other organization, you represent that you have the authority to accept these Terms on behalf of that organization.

1. The Karma Platform

Karma provides software services that help businesses collect, organize, manage, and analyze customer reviews, feedback, messages, and related business information.

Depending on the selected plan and enabled features, the Services may include:

• Review management
• Customer feedback collection
• Feedback forms
• Review and feedback analysis
• Business reporting
• Customer communication tools
• Messaging integrations
• Google and other third-party platform integrations
• AI-assisted analysis and summaries
• Other features introduced by Karma from time to time

Karma may add, modify, replace, or discontinue individual features of the Services as the Platform develops.

2. Account Registration and Access

Certain Karma features require an account.

You are responsible for:

• providing accurate account information;
• keeping your account credentials secure;
• maintaining the confidentiality of your password; and
• activity carried out through your account.

You must promptly notify Karma if you believe your account has been accessed without authorization.

Karma may restrict or suspend access where reasonably necessary to protect the Platform, its users, or the security of the Services, or where the account is being used in violation of these Terms.

3. Subscriptions and Plans

Certain Karma Services are provided on a subscription basis.

The applicable subscription plan, pricing, billing period, usage limits, and included features will be presented to the customer before purchase or activation.

Unless otherwise stated:

• subscriptions renew for the applicable billing period;
• applicable fees are charged according to the selected plan;
• taxes, VAT, or similar charges may apply where required by law; and
• changing a subscription plan may affect the applicable fees and available features.

Karma may change its pricing for future subscription periods by providing reasonable notice.

Changes to pricing will not retroactively modify fees already paid for a completed billing period.

4. Payment and Billing

The customer is responsible for providing accurate billing and payment information.

If a payment cannot be completed, Karma may restrict access to paid features until the payment issue is resolved.

Where payment services are provided by a third-party payment provider, the payment provider's applicable terms and privacy practices may also apply.

Karma does not store complete payment card information where payment processing is handled by a third-party payment provider.

Except where required by applicable law or expressly stated in a written agreement, subscription fees are non-refundable.

5. Customer Content

Businesses may upload, connect, submit, or otherwise provide information to Karma in connection with the Services ("Customer Content").

Customer Content may include:

• customer reviews;
• feedback;
• form responses;
• messages;
• customer-related information;
• business information; and
• other content provided by the customer.

The customer retains its rights in its Customer Content.

The customer grants Karma the limited rights necessary to host, store, process, transmit, analyze, and otherwise use Customer Content solely to provide, maintain, secure, and operate the Services in accordance with these Terms and applicable agreements.

Karma does not acquire ownership of Customer Content.

6. Customer Responsibilities

The customer is responsible for ensuring that its use of Karma and the information it provides to Karma comply with applicable laws and third-party platform rules.

The customer is responsible for obtaining and maintaining any rights, permissions, notices, consents, authorizations, and legal bases required to collect, use, and provide Customer Content to Karma.

The customer is also responsible for the legality, accuracy, and appropriateness of Customer Content and for the instructions it provides to Karma.

The customer must not use Karma to:

• violate applicable laws or regulations;
• infringe the rights of third parties;
• upload content that the customer does not have the right to use;
• attempt to gain unauthorized access to the Platform;
• interfere with the operation or security of the Services;
• distribute malicious software or harmful code;
• abuse third-party APIs or integrations; or
• use the Services for fraudulent or deceptive purposes.

7. Reviews and Feedback

Karma provides tools for collecting and managing customer reviews and feedback.

The customer is responsible for ensuring that review and feedback collection is conducted lawfully and in accordance with the rules of the relevant review or communication platform.

Karma Services may not be used to create, publish, or manage content that is misleading, false, or likely to create a false impression regarding its source.

Where a business requests reviews or feedback through Karma, the business is responsible for ensuring that the relevant recipients have an actual service, transaction, or other legitimate relationship with the business where required by applicable law or platform rules.

8. Third-Party Integrations

Karma may integrate with third-party services, including Google, WhatsApp, Instagram, payment providers, communication services, analytics services, and other external platforms.

Third-party integrations may require the customer to maintain an account with the relevant provider and comply with that provider's terms and policies.

The customer is responsible for obtaining any permissions or authorizations required for its use of third-party integrations.

Karma does not control third-party services and is not responsible for changes, interruptions, restrictions, suspensions, or failures caused by third-party platforms.

If a third-party platform changes, restricts, removes, or disables its API or integration, certain Karma features may become unavailable or may need to be modified.

9. AI and Automated Features

Karma may use artificial intelligence and automated technologies to provide certain features, including analysis, classification, summaries, observations, categorization, and other business insights.

AI-generated or automated outputs are provided solely as informational and business-support features.

Karma does not guarantee the accuracy, completeness, reliability, suitability, or availability of any AI-generated or automated output.

Automated outputs may contain errors, omissions, or inaccuracies.

The customer is solely responsible for reviewing outputs and determining whether and how to use them in its business.

Karma does not provide any guarantee of a particular business, financial, operational, reputational, customer, or other outcome from the use of automated features.

10. Data Protection

The processing of personal information through the Services is also governed by Karma's Privacy Policy.

Where a customer uses Karma to process personal data on its behalf, the parties' respective roles and obligations may additionally be governed by a separate Data Processing Agreement (DPA).

In such circumstances, the customer generally acts as the Data Controller and Karma acts as the Data Processor for the relevant Customer Data.

The customer remains responsible for the matters under its control as Data Controller, including the lawful collection and provision of Customer Data and the legality of its instructions to Karma.

The DPA governs personal data processing matters where applicable and does not transfer responsibilities that remain with the customer under applicable data protection law.

11. Intellectual Property

The Karma Platform, including its software, interface, design, documentation, trademarks, logos, underlying technology, and other materials provided by Karma, are owned by or licensed to Karma.

Except for the rights expressly granted under these Terms, no ownership rights are transferred to the customer.

The customer may use the Services only for its internal business purposes and in accordance with these Terms.

The customer may not copy, reproduce, modify, reverse engineer, decompile, disassemble, resell, sublicense, or otherwise exploit the Platform except where expressly permitted by applicable law or by written agreement with Karma.

12. Feedback and Suggestions

If a customer provides suggestions, ideas, recommendations, or other feedback regarding Karma, Karma may use such feedback to improve its Services without creating any obligation to compensate the customer, provided that such use does not disclose the customer's confidential information or Customer Content.

13. Service Availability

The Services are provided on an "as is" and "as available" basis.

Karma does not guarantee uninterrupted, continuous, secure, or error-free operation of the Services.

The Services may occasionally be unavailable because of:

• scheduled maintenance;
• emergency maintenance;
• infrastructure failures;
• security incidents;
• third-party service interruptions;
• API or platform changes;
• internet or telecommunications failures; or
• circumstances outside Karma's reasonable control.

Karma may temporarily suspend access where reasonably necessary to protect the Platform or its users.

Karma does not guarantee any particular level of uptime, availability, performance, business result, revenue, customer acquisition, customer retention, review volume, review rating, or other commercial outcome unless expressly agreed in a separate written agreement.

14. Confidentiality

Each party may receive confidential information from the other party in connection with the Services.

Each party agrees to use reasonable measures to protect the other party's confidential information and to use it only for purposes related to the business relationship.

Confidential information does not include information that:

• is publicly available without a breach of these Terms;
• was already lawfully known to the receiving party;
• is independently developed without use of the other party's confidential information; or
• is lawfully obtained from a third party without confidentiality restrictions.

15. Suspension and Termination

Either party may terminate the subscription or contractual relationship in accordance with the applicable subscription terms.

Karma may suspend or terminate access where reasonably necessary if:

• the customer materially breaches these Terms;
• fees remain unpaid;
• the customer's use creates a significant security or legal risk;
• the customer uses the Services for unlawful or prohibited purposes; or
• suspension is necessary to comply with a legal obligation.

Upon termination, the customer's right to use paid Services will end, subject to any applicable transition or data retrieval period.

Customer data will be handled in accordance with the applicable Privacy Policy, DPA, subscription terms, and applicable legal requirements.

16. Data Export

Where technically supported, Karma may provide customers with reasonable means to export Customer Content before or following termination.

Any applicable export limitations, formats, or procedures may depend on the relevant Service and subscription plan.

Karma does not guarantee that every type of Customer Content will be exportable in every format.

17. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

To the maximum extent permitted by applicable law, Karma disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, that are not expressly stated in these Terms or a separate written agreement.

Karma does not guarantee that:

• the Services will meet every specific business requirement;
• the Services will produce any particular business or financial result;
• automated analysis will always be accurate or complete;
• AI-generated outputs will be accurate or suitable for a particular purpose;
• third-party integrations will remain available;
• Customer Content will produce any particular result;
• the Services will operate without interruption, delay, or error; or
• the Services will prevent loss of customers, revenue, reputation, or business opportunities.

Karma does not provide legal, medical, financial, accounting, or other professional advice through the Platform.

The customer is responsible for its own business decisions and for reviewing information generated by the Services before relying on it.

Nothing in the Services constitutes a promise, guarantee, warranty, or commitment by Karma regarding any particular outcome.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KARMA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, ANTICIPATED SAVINGS, CUSTOMERS, DATA, OR REPUTATION ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KARMA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO KARMA FOR THE SERVICES DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitation above applies to all claims arising out of or relating to the Services or these Terms, regardless of the legal theory on which the claim is based, to the maximum extent permitted by applicable law.

Karma does not assume liability for matters outside its reasonable control, including third-party services, third-party platforms, customer-provided content, customer instructions, customer systems, internet infrastructure, or events beyond Karma's reasonable control.

Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law.

19. Customer Responsibility and Indemnification

To the extent permitted by applicable law, the customer is responsible for claims, losses, liabilities, damages, costs, and expenses arising from:

• the customer's unlawful use of the Services;
• Customer Content that infringes third-party rights;
• the customer's failure to obtain required rights, permissions, notices, or legal bases;
• the customer's violation of applicable law or third-party platform rules;
• the customer's instructions to Karma that are unlawful or infringe third-party rights; or
• the customer's material breach of these Terms.

The customer will, to the extent permitted by applicable law, defend and indemnify Karma against third-party claims arising directly from the matters listed above.

This section does not apply to the extent that a claim results from Karma's own breach of these Terms or applicable law.

Nothing in this section creates an obligation for Karma to indemnify the customer unless such obligation is expressly stated in a separate written agreement.

20. Changes to the Services

Karma may modify, improve, replace, or discontinue features of the Services from time to time.

Karma does not guarantee that any particular feature will remain available indefinitely.

Where a material change substantially reduces the core functionality of a paid Service, Karma may provide reasonable notice where practicable.

21. Changes to These Terms

Karma may update these Terms from time to time.

If changes are material, Karma may provide notice through the Platform, email, or another appropriate method.

The updated Terms will become effective on the date specified in the updated version.

Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms to the extent permitted by applicable law.

22. Governing Law and Disputes

These Terms are governed by the laws of [JURISDICTION], without regard to conflict-of-law principles.

Any dispute arising from or relating to these Terms or the Services shall be subject to the courts of [JURISDICTION / VENUE], unless mandatory applicable law provides otherwise.

23. Entire Agreement

These Terms, together with any applicable Order Form, Subscription Agreement, Data Processing Agreement, Privacy Policy, and other documents expressly incorporated by reference, constitute the agreement between the parties concerning the Services.

If there is a conflict between these documents, the applicable order of precedence will be:

1. Data Processing Agreement, for matters specifically concerning personal data processing;
2. Order Form or specific commercial agreement;
3. Subscription terms;
4. These Terms of Service; and
5. Privacy Policy, for privacy-related matters.

24. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect to the extent permitted by applicable law.

25. No Waiver

A failure by Karma to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision later.

26. Contact

[KARMA LEGAL COMPANY NAME]
Address: [ADDRESS]
Email: [EMAIL ADDRESS]
Website: karmarepute.com
Company / Tax Number: [NUMBER]