These Terms and Conditions (“Terms”) govern your access to and use of the website located at majorrep.com (the “Site”) and any reputation management, online review generation, local search engine optimization (SEO), listings management, and related services (collectively, the “Services”) offered by MAJOR REP LLC, a Florida limited liability company doing business as Major Rep (“Major Rep,” “we,” “us,” or “our”).
By accessing the Site, creating an account, or purchasing any Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 15) THAT AFFECT HOW DISPUTES BETWEEN YOU AND MAJOR REP LLC ARE RESOLVED.
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, in which case “you” or “Client” refers to that entity.
1. The Services
Major Rep provides software-enabled marketing services to small and medium-sized businesses, including but not limited to:
Generation and delivery of review request communications by SMS/MMS and email to your customers on your behalf;
Monitoring, aggregation, and reporting on reviews across third-party platforms (such as Google, Facebook, and Yelp);
Local SEO services, including Google Business Profile optimization, citation building, and listings management; and
Any additional services described in a signed order form, proposal, or statement of work (each, an “Order”).
The specific Services you purchase, their scope, deliverables, and fees are described in your Order. In the event of a conflict between these Terms and an Order, the Order controls for the specific Services it covers.
2. Eligibility and Accounts
You must be at least 18 years old and capable of forming a legally binding contract to use the Services. The Services are intended for use by businesses, not consumers. You agree to provide accurate, current, and complete information when creating an account and to keep that information up to date.
You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your credentials.
3. Fees, Setup, and Payment
3.1 Setup Fee
Your Order specifies a one-time setup fee (the “Setup Fee”), which is due and payable upon signing. The Setup Fee covers onboarding, configuration of your account, integration with your systems, initial content setup, and related implementation work. The Setup Fee is non-refundable except as expressly provided in Section 4.1.
3.2 Recurring Subscription Fees
Services are provided on a monthly subscription basis (the “Subscription Fee”) unless your Order specifies an annual term. The Subscription Fee is billed in advance on each monthly (or annual, if applicable) renewal date. Your subscription automatically renews for successive terms until canceled in accordance with Section 4.
3.3 Annual Plans
If you select an annual plan, you receive a discount as specified on our pricing page or in your Order in exchange for committing to pay for twelve (12) months of Services. Annual plans are billed in full in advance at the start of the annual term. Annual plans are not eligible for month-to-month cancellation and are subject to Section 4.3.
3.4 Payment Method and Authorization
You authorize us (and our third-party payment processor) to charge your payment method on file for all fees due under these Terms, including recurring Subscription Fees, Setup Fees, usage overages, and taxes. You are responsible for keeping your payment method current.
3.5 Taxes
All fees are exclusive of taxes. You are responsible for all applicable sales, use, excise, VAT, and similar taxes, other than taxes imposed on our net income.
3.6 Late Payments
If we do not receive payment by the due date, we may (a) charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, (b) suspend Services until payment is received, and (c) charge you for any costs of collection, including reasonable attorneys’ fees.
3.7 Price Changes
We may change our fees for any renewal term by providing you at least thirty (30) days’ notice before the start of the renewal term. If you do not agree to the new fees, you may cancel before the renewal date.
4. 14-Day Risk-Free Trial, Cancellation, and Refunds
4.1 14-Day Risk-Free Trial
New Clients are entitled to a 14-day risk-free trial beginning on the date we activate your Services (the “Trial Period”). If you are not satisfied for any reason, you may cancel within the Trial Period and receive a full refund of the Setup Fee and any Subscription Fees paid. To qualify, you must submit a written cancellation request to [email protected] before the end of the Trial Period. The risk-free trial is available once per Client and does not apply to subsequent renewals, additional products, or upgraded plans.
4.2 Month-to-Month Cancellation
After the Trial Period, month-to-month subscriptions may be canceled at any time by submitting a written cancellation request to [email protected] at least five (5) business days before your next billing date. Cancellation takes effect at the end of the then-current billing month; you will continue to have access to the Services through that date. Fees already paid are non-refundable, and no partial-month refunds are provided.
4.3 Annual Plan Cancellation
Annual plans are non-cancelable and non-refundable after the Trial Period, except where required by applicable law. If you cancel an annual plan early, you remain responsible for the remaining Subscription Fees for the balance of the annual term.
4.4 Cancellation by Us
We may suspend or terminate your access to the Services, with or without notice, if (a) you breach these Terms, (b) your account is past due, (c) your use of the Services poses a security, legal, or reputational risk to us or our other Clients, or (d) we are required to do so by law or by a service provider or carrier.
5. Client Responsibilities and Consent Representations
This Section 5 is material to the Services and to our willingness to provide them. Please read it carefully.
5.1 Customer Data
You will provide us, or enable us to access, contact information and transaction data for your customers, patients, guests, or other contacts (collectively, “Customer Data”) so that we can send review requests, reputation communications, and related messages on your behalf. You are the controller of the Customer Data. We process the Customer Data as your service provider, solely for the purpose of providing the Services.
5.2 Consent and Legal Compliance
You represent, warrant, and agree on an ongoing basis that:
You have collected all Customer Data lawfully and have provided all notices and obtained all consents, permissions, and authorizations required under applicable law to permit us to contact the individuals in the Customer Data by SMS/MMS text message and email for the purposes of the Services;
Where required by the Telephone Consumer Protection Act (“TCPA”) or equivalent state law, you have obtained prior express written consent (or, where applicable, prior express consent) from each individual before their mobile number is submitted to us for SMS messaging;
You comply with the CAN-SPAM Act, the Florida Telemarketing Act, and all other applicable federal, state, and local laws governing commercial electronic communications, telemarketing, consumer protection, data privacy, and unfair or deceptive trade practices;
You will promptly remove from the Customer Data, and will not resubmit, any individual who has opted out, revoked consent, or requested no further contact;
You will not use the Services to send messages that are deceptive, misleading, unlawful, harassing, defamatory, or prohibited by SMS carriers or by the CTIA (including messages related to SHAFT content — sex, hate, alcohol, firearms, tobacco — or other categories flagged by applicable messaging guidelines); and
You will comply with the terms of any review platform (including Google, Facebook, and Yelp), including their policies against incentivized reviews, review gating, and fake reviews.
5.3 No Incentivized or Filtered Reviews
You agree not to use the Services to solicit reviews in exchange for compensation, discounts, or other incentives in violation of any platform’s policies, and not to use the Services to filter or suppress negative reviews before they are posted (sometimes called “review gating”). You are solely responsible for your compliance with the policies of each review platform.
5.4 Accurate Information
You are responsible for the accuracy, quality, and legality of all information you provide to us, including business information submitted to listings and directories.
5.5 Indemnification
You will defend, indemnify, and hold harmless MAJOR REP LLC, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of Section 5; (b) any claim that Customer Data you provided was collected or used in violation of law, including the TCPA, CAN-SPAM, state telemarketing or privacy laws, or the policies of any third-party platform; (c) any claim brought by a customer, patient, or other individual relating to messages sent on your behalf through the Services; (d) your use of the Services in violation of these Terms; or (e) your content, products, or services marketed through the Services. This Section 5.5 survives termination of these Terms.
6. Our Obligations and Service Performance
We will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner, consistent with industry standards. We do not guarantee any specific number of reviews, ranking improvement, lead volume, revenue outcome, or other result. Marketing outcomes depend on many factors outside our control, including your business, market conditions, the behavior of your customers, and the policies and algorithms of third-party platforms.
We reserve the right to modify, enhance, or discontinue features of the Services at any time, provided that we will not materially reduce the core functionality you have contracted for during a paid term without notice.
7. Third-Party Platforms and Services
The Services integrate with, and depend on, third-party platforms and services, including SMS carriers and aggregators, email delivery providers, review platforms, Google Business Profile, Meta, and customer relationship management systems. Your use of those third-party platforms is subject to the terms and privacy policies of each third party. We are not responsible for the availability, performance, or content of any third-party platform, or for any action or inaction by a third party that affects the Services.
8. Acceptable Use
You agree not to, and not to permit any third party to:
Use the Services for any illegal, harmful, fraudulent, defamatory, or infringing purpose;
Send messages that violate the TCPA, CAN-SPAM, or any other applicable law or carrier policy;
Attempt to gain unauthorized access to the Services, our systems, or another Client’s account;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
Copy, resell, rent, lease, sublicense, or commercially exploit the Services, other than as expressly permitted;
Interfere with or disrupt the integrity or performance of the Services, or introduce viruses, malware, or other harmful code;
Use the Services to compete with us or to build a competitive product; or
Use the Services in a manner that exceeds reasonable volume limits for your subscription tier.
9. Intellectual Property
9.1 Our IP
MAJOR REP LLC and its licensors own all right, title, and interest in and to the Services, the Site, our software, templates, workflows, dashboards, and all related intellectual property rights. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely during your paid subscription and solely for your internal business purposes.
9.2 Your Content
You retain ownership of the content and Customer Data you provide to us. You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, transmit, display, and process your content and Customer Data solely as necessary to provide and improve the Services, comply with legal obligations, and enforce our rights.
9.3 Feedback
If you provide us with suggestions, feedback, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free, worldwide license to use that feedback without restriction or compensation to you.
9.4 Marketing
Unless you opt out in writing, you grant us permission to identify you as a Client and to use your name, logo, and a general description of the Services provided in our marketing materials, website, and case studies. You may revoke this permission at any time by emailing [email protected].
10. Confidentiality
Each party agrees to protect the other party’s non-public information disclosed in connection with the Services (“Confidential Information”) using the same degree of care it uses to protect its own confidential information, and not less than reasonable care. Confidential Information may be used only to perform these Terms, and may be disclosed only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.
11. Disclaimers
THE SERVICES AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, MAJOR REP LLC DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS OUTCOME, REVIEW COUNT, OR SEARCH RANKING.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MAJOR REP LLC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the maximum extent permitted by law.
13. Term and Termination
These Terms remain in effect while you have an active account or paid subscription with us. Either party may terminate for material breach if the breach is not cured within fifteen (15) days after written notice. Upon termination: (a) your right to access the Services ends; (b) all accrued fees become immediately due and payable; (c) we may delete your data after a reasonable retention period; and (d) Sections 3 (for fees accrued), 5.5, 9, 10, 11, 12, 14, 15, and 16 survive termination.
14. Governing Law
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to Section 15, the exclusive venue for any dispute not subject to arbitration is the state or federal courts located in Sarasota County, Florida, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. Binding Arbitration and Class Action Waiver
15.1 Agreement to Arbitrate
Except for claims described in Section 15.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or our relationship (a “Dispute”) will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Sarasota County, Florida, and the arbitration will be conducted in English.
15.2 Class Action Waiver
YOU AND MAJOR REP LLC AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
15.3 Opt-Out
You may opt out of the arbitration agreement in this Section 15 by sending written notice to [email protected] within thirty (30) days of first accepting these Terms, stating your name, the email address on your account, and that you are opting out of arbitration. If you opt out, disputes will be resolved in the courts identified in Section 14.
15.4 Exceptions
Either party may bring (a) an individual action in small-claims court, (b) an action to compel arbitration, or (c) an action seeking injunctive or other equitable relief for infringement or misuse of intellectual property, breach of confidentiality, or violation of the acceptable use provisions in Section 8, in the courts identified in Section 14.
16. General Provisions
16.1 Entire Agreement
These Terms, together with our Privacy Policy and any Orders, constitute the entire agreement between you and us regarding the Services, and supersede all prior or contemporaneous agreements, proposals, and communications.
16.2 Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Site and update the Effective Date above. Changes take effect on the date we post them (or as otherwise specified). Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.
16.3 Assignment
You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.
16.4 Force Majeure
Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor disputes, governmental action, internet or telecommunications outages, or failures of third-party platforms or carriers.
16.5 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.
16.6 Notices
Notices to us must be sent to [email protected]. Notices to you will be sent to the email address on your account. Notices are deemed given when delivered.
16.7 Severability; Waiver
If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A party’s failure to enforce any right or provision is not a waiver of that right or provision.
16.8 No Third-Party Beneficiaries
These Terms do not confer any rights on any person or entity other than the parties.
17. Contact Us
If you have questions about these Terms, please contact us at:
