Effective Date: September 3, 2026
Last Updated: September 3, 2026

New Era Marketing LLC, doing business as New Era Growth

These Terms and Conditions (“Terms”) constitute a binding agreement between New Era Marketing LLC, doing business as New Era Growth (“New Era Growth,” “Company,” “we,” “us,” or “our”), and the individual or business purchasing, receiving, accessing, participating in, or using any of our Services (“Client,” “you,” or “your”).

By checking an agreement box at checkout, purchasing a Service where these Terms are presented as part of the transaction, signing or accepting an Order incorporating these Terms, participating in a free or promotional trial subject to these Terms, or otherwise affirmatively accepting these Terms, Client agrees to be legally bound by these Terms and the applicable Privacy Policy.

Client acknowledges that Client has been provided access to, or a reasonable opportunity to review, these Terms before acceptance. Client’s failure to actually read some or all of these Terms does not prevent the Terms from applying where Client has otherwise validly manifested agreement to them.

If you accept these Terms on behalf of a company, organization, partnership, corporation, limited liability company, or other entity, you represent and warrant that you have authority to bind that entity to these Terms.

The Services are offered primarily for business and commercial purposes.

1. DEFINITIONS

Account means the Client account, location, sub-account, portal, dashboard, website environment, CRM environment, or other account through which Services are provided.

Client Content means text, photographs, videos, logos, trademarks, customer information, lead information, reviews, customer lists, business information, pricing, service descriptions, credentials, files, data, instructions, and other information or materials supplied, uploaded, authorized, created, or approved by Client.

Company Materials means New Era Growth’s templates, designs, layouts, website structures, code, workflows, automations, prompts, scripts, processes, configurations, strategies, documentation, training materials, methodologies, systems, software configurations, know-how, and other proprietary, reusable, or pre-existing materials.

End Customer means any customer, former customer, prospect, patient, client, patron, user, lead, or other person associated with Client who may receive communications, provide feedback, leave a review, interact with an automation, or otherwise interact with the Services.

Google Business Profile or GBP means the Google product commonly known as Google Business Profile and associated functionality appearing through Google Search, Google Maps, and related Google services.

Order means a checkout page, subscription selection, electronic purchase record, proposal, order form, statement of work, invoice, written offer, sales agreement, or other commercial record accepted by Client and Company describing applicable Services, pricing, billing frequency, trial terms, setup fees, promotional terms, or deliverables.

Platform means the software and technology environment through which Services may be provided, including HighLevel, LeadConnector, Google, Meta, telecommunications providers, payment processors, artificial-intelligence providers, email providers, hosting providers, domain providers, CRM providers, and other third-party technologies.

Reputation Services means any review-request campaigns, customer reactivation campaigns, automated ongoing review requests, reputation monitoring, review responses, review widgets, internal-feedback collection, review repurposing, social publishing, Google Business Profile-related services, and other reputation-management services identified in an Order.

Reputation Service Start Date means the date on which the first qualifying review-request communication is actually transmitted on Client’s behalf through the Reputation Services, whether through a reactivation campaign, ongoing review-request workflow, individual request, or another review-request campaign. Company records will control determination of the Reputation Service Start Date absent manifest error.

Services means the Platform, websites, CRM services, workflows, communications, automations, Reputation Services, Google Business Profile services, AI functionality, consulting, implementation, support, hosting, integrations, and any other service or product identified in an Order.

Subscription means a recurring Service purchased or activated by Client.

Usage Charges means SMS, MMS, email, telephone, AI, telecommunications, phone-number, premium automation, registration, verification, domain, data, integration, or other usage-based or third-party charges.

2. ELIGIBILITY AND BUSINESS USE

Client must be at least eighteen years old and legally capable of entering into a binding agreement.

Client agrees to provide accurate account, business, payment, and contact information and to keep such information reasonably current.

Client is responsible for activity performed through its Account by its owners, employees, contractors, administrators, representatives, and other authorized users.

Client shall use the Services only for lawful business purposes and in accordance with these Terms.

3. SERVICES AND PLAN SCOPE

3.1 General

New Era Growth provides software-enabled marketing, website, CRM, communications, automation, reputation-management, Google Business Profile, artificial-intelligence, and related Services.

The specific Services purchased by Client are determined by the applicable Order.

If an Order conflicts with these Terms regarding Client-specific pricing, billing frequency, promotional periods, trial terms, or expressly purchased deliverables, the Order controls solely with respect to those items.

These Terms control all other aspects of the parties’ relationship.

A feature, limitation, service, capability, demonstration, representation, price, or deliverable appearing in another plan, another Client account, a previous or future version of Company’s website, marketing material, demonstration, video, sales presentation, or other communication is not included unless identified in Client’s Order or otherwise confirmed by Company in writing.

3.2 Plan Names and Changing Offers

Company may offer Services under names such as Basic, Growth, Pro, Reviews, Reputation Management, Reputation Growth, or other names.

Company may also offer free trials, promotional offers, setup services, one-time projects, add-ons, custom packages, or usage-based Services.

Company may change plan names, prices, setup fees, features, limits, promotional offers, and availability from time to time.

Client is entitled only to the Services and commercial terms applicable to the Order accepted by Client.

3.3 Website and CRM Services

Depending on the applicable Order, website and CRM Services may include some combination of:

• A conversion-focused website;

• Mobile-responsive website design;

• Website hosting;

• Foundational on-page website optimization;

• Lead-capture forms;

• Chat or messaging functionality;

• Appointment-booking functionality;

• Automated SMS and email responses;

• Speed-to-lead automations;

• Missed-call text-back functionality;

• CRM pipeline functionality;

• Contact-management functionality;

• Unified conversations;

• Mobile-application access;

• Review-request tools;

• Customer reactivation workflows;

• Referral workflows;

• Workflow monitoring; and

• Remote support.

Only features included in Client’s applicable Order are included.

3.4 Standard Growth Website Scope

Where a Growth Plan includes a website, the standard framework may include up to twenty strategically appropriate pages unless the applicable Order specifies otherwise.

“Up to twenty pages” represents the maximum standard scope and does not mean that every website will contain twenty pages.

Company may determine an appropriate website structure based on Client’s business, services, service areas, available content, user experience, search considerations, and other relevant factors.

Foundational website optimization may include titles, descriptions, headings, image optimization, alt text, internal linking, and basic structured data where appropriate.

Unless separately purchased, website Services do not include ongoing SEO, backlink acquisition, indefinite content publication, directory management, paid advertising, or guaranteed search-engine rankings.

3.5 Website Revisions and Updates

Unless the applicable Order states otherwise, a standard Growth Plan website includes one consolidated launch revision.

Client should provide requested launch changes in one organized response within seven calendar days after receiving the website for review.

Additional launch revisions, substantial modifications, revisions requested after approval, or changes outside the purchased scope may require additional fees.

Where monthly website updates are included, the standard Growth Plan may include up to three minor website-update requests per billing month, subject to a combined production limit of thirty minutes unless otherwise stated in the Order.

Minor updates may include items such as:

• Hours;

• Contact information;

• Images;

• Short portions of text;

• Minor service information; and

• Similar routine changes.

Monthly updates do not include substantial redesigns, new page builds, custom applications, major copywriting projects, new funnels, major integrations, custom coding, rebranding, photography, video production, or material new functionality unless separately purchased.

Unused update allowances do not roll over.

3.6 Google Business Profile Optimization

Google Business Profile optimization is included only where identified in Client’s Order.

Where an Order includes a first-term Google Business Profile Foundation Optimization, the optimization is a one-time first-term benefit unless otherwise stated.

GBP work may include reviewing or updating eligible information such as:

• Business descriptions;

• Categories;

• Services;

• Hours;

• Attributes;

• Website links;

• Service areas; and

• Profile completeness.

Client must provide authorized access and accurate supporting information.

Unless separately purchased, GBP Services do not include ongoing local SEO, guaranteed ranking improvements, verification, reverification, ownership disputes, reinstatement or suspension appeals, review removal, or guaranteed acceptance of changes by Google.

4. REPUTATION MANAGEMENT SERVICES

4.1 Reputation Service Scope

Depending on Client’s purchased Reputation Services package, Services may include:

• A reactivation campaign to previous customers;

• Ongoing review requests to new or completed customers;

• SMS and email review requests;

• CRM integrations;

• Third-party integrations;

• Automated workflow triggers;

• Monitoring of public reviews;

• Drafting or publishing review responses;

• AI-assisted review responses;

• Review widgets;

• Internal customer-feedback collection;

• Repurposing favorable reviews into social-media content;

• Publishing selected review content to eligible social platforms;

• Publishing selected review content through Google Business Profile;

• Reputation dashboards;

• Review-request campaign management; and

• Related reputation-management functionality.

Only Services identified in Client’s Order are included.

4.2 Customer Reactivation Campaigns

A customer reactivation campaign may contact previous customers supplied, imported, synced, or otherwise authorized by Client using SMS, email, or another permitted communication method.

Campaigns may be transmitted gradually or in batches using timing, throttling, retry, deliverability, cadence, suppression, and other controls selected by Company.

Client acknowledges that review volume may increase more quickly during a reactivation campaign than through ordinary ongoing review collection.

Company does not guarantee that any particular number or percentage of recipients will:

• Receive a message;

• Open a message;

• Click a link;

• Respond;

• Provide feedback;

• Leave a review;

• Leave a positive review; or

• Take any other action.

4.3 Ongoing Review Requests

Where included, Company may configure workflows to request reviews following a qualifying Client event such as:

• Completion of a job;

• Completion of an appointment;

• Completion of a transaction;

• Delivery of a service;

• Payment;

• Movement of a CRM opportunity;

• A manual trigger; or

• Another agreed event.

Client is responsible for ensuring that workflow triggers and customer records accurately reflect actual customer interactions.

4.4 Operational Authority

Client authorizes Company to make reasonable operational, technical, campaign, workflow, and configuration decisions necessary or useful to perform the Reputation Services without obtaining Client’s separate approval for each change.

Such changes may include adjustments to:

• Send timing;

• Message cadence;

• Campaign speed;

• Retry frequency;

• Message formatting;

• Message content;

• Deliverability controls;

• Routing;

• Review destinations;

• Suppression rules;

• Platform balancing;

• Internal-feedback workflows;

• Feedback-routing functionality;

• Filtering or segmentation functionality where lawful;

• Workflow logic;

• AI prompts;

• Response styles;

• Automation settings; and

• Similar operational configurations.

Company may make such changes with or without obtaining Client’s individual approval where the change is within the general scope of Services authorized by Client.

Company may also modify, throttle, pause, disable, terminate, or refuse a campaign, workflow, feature, or configuration without prior Client approval where Company reasonably believes doing so is appropriate to:

• Comply with law;

• Comply with carrier requirements;

• Comply with platform policies;

• Protect deliverability;

• Reduce spam complaints;

• Protect a Google Business Profile;

• Avoid prohibited review gating;

• Address an outage;

• Protect Company;

• Protect Client;

• Protect an End Customer;

• Reduce operational risk;

• Reduce legal or regulatory risk;

• Reduce reputational risk; or

• Otherwise maintain responsible operation of the Services.

5. REVIEWS, FEEDBACK ROUTING, AND PLATFORM COMPLIANCE

5.1 Genuine Customer Feedback

Review requests must seek genuine and unbiased feedback from persons with an actual experience with Client.

Client may not use the Services to:

• Create fake reviews;

• Procure fake reviews;

• Purchase prohibited reviews;

• Generate reviews from persons without a genuine customer experience;

• Require a particular star rating;

• Condition compensation or incentives on positive sentiment;

• Pressure customers to provide favorable reviews;

• Engage in unlawful review suppression;

• Engage in prohibited selective solicitation;

• Deceptively misrepresent review activity;

• Manipulate ratings through prohibited practices; or

• Otherwise violate applicable law or review-platform policies.

5.2 Feedback Routing and Review Filtering

Company may provide internal-feedback collection, feedback-routing, segmentation, review-platform balancing, filtering functionality, campaign logic, or similar systems where Company determines such functionality is lawful and consistent with applicable platform requirements.

Company may configure, enable, modify, disable, or replace such functionality with or without obtaining separate Client approval where reasonably necessary to provide the Services.

Company does not promise to provide any configuration that Company reasonably believes would constitute prohibited review gating, selective positive-review solicitation, fake engagement, deceptive review manipulation, unlawful suppression, or another prohibited practice.

Client acknowledges that platform rules, enforcement standards, and interpretations may change.

Company may therefore modify, remove, or discontinue a previously available workflow or configuration if Company reasonably determines that continued use may create compliance, account, platform, regulatory, legal, or reputational risk.

5.3 Review Widgets and Curated Reviews

Review widgets, testimonial displays, social-media materials, advertisements, website sections, and other promotional materials may display selected favorable reviews rather than every review ever received by Client.

Such materials are curated promotional displays and are not intended to represent a complete, independent, or statistically representative collection of all customer feedback unless expressly stated otherwise.

Client agrees not to represent a curated review display as containing all or substantially all reviews unless that statement is accurate.

6. GOOGLE BUSINESS PROFILE AND REVIEW-PLATFORM RISKS

6.1 Third-Party Control

Google, Meta, Yelp, review platforms, search engines, telecommunications providers, social networks, and other platforms are independent third parties that Company does not own or control.

Company is not Google and is not affiliated with, endorsed by, or acting as an agent of Google unless expressly stated otherwise.

6.2 Inherent Platform Risk

Client understands and expressly accepts that Google and other third parties use automated and manual systems to evaluate reviews, accounts, customer activity, communications, Business Profiles, and other information.

A third party may, with or without notice:

• Reject a review;

• Delay publication of a review;

• Filter a review;

• Suppress a review;

• Hide a review;

• Remove a review;

• Restore a previously removed review;

• Change a displayed review count;

• Remove multiple historical reviews;

• Restrict review functionality;

• Require verification or reverification;

• Reject profile edits;

• Alter profile information;

• Restrict profile functionality;

• Reduce profile visibility;

• Change search rankings;

• Suppress search visibility;

• Temporarily restrict a Business Profile;

• Suspend a Business Profile;

• Disable a Business Profile;

• Remove a Business Profile from Search or Maps;

• Merge or separate profiles;

• Apply warnings;

• Apply account limitations;

• Change algorithms;

• Change policies; or

• Take other action affecting Client.

These actions may occur even where Company and Client believe the relevant reviews, information, communications, or activity are legitimate.

6.3 Increased Review Activity

Client acknowledges that reactivation campaigns and other Reputation Services may increase:

• Review-request activity;

• Message volume;

• Customer responses;

• Review velocity;

• Public review volume;

• Profile activity; or

• Other signals observable by third-party platforms.

Third-party systems may interpret unusual volume, timing, activity, or patterns differently than Company or Client expects.

Company does not guarantee that genuine reviews will be published or retained.

Company does not guarantee that legitimate review-request activity will never cause automated filtering, additional verification, restrictions, platform scrutiny, review loss, profile modification, suspension, or another third-party response.

6.4 No Liability for Platform Decisions

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY REVIEW BEING DELAYED, FILTERED, SUPPRESSED, HIDDEN, UNPUBLISHED, REMOVED, RESTORED, MODIFIED, LOST, OR OTHERWISE AFFECTED BY GOOGLE OR ANOTHER THIRD PARTY.

COMPANY SHALL ALSO NOT BE RESPONSIBLE OR LIABLE FOR A BUSINESS PROFILE BEING RESTRICTED, SUSPENDED, DISABLED, REVERIFIED, MODIFIED, MERGED, REDUCED IN VISIBILITY, REMOVED FROM SEARCH, REMOVED FROM MAPS, OR OTHERWISE AFFECTED BY GOOGLE OR ANOTHER THIRD PARTY.

THIS LIMITATION APPLIES WHETHER SUCH EVENT OCCURS BEFORE, DURING, OR AFTER COMPANY’S PERFORMANCE OF THE SERVICES AND WHETHER CLIENT BELIEVES THE SERVICES CONTRIBUTED TO, PRECEDED, OR CAUSED THE EVENT.

The fact that an event occurs during or after a Company campaign, configuration, workflow, message, profile edit, feedback-routing system, filtering configuration, or other Service does not establish that Company caused the event.

Unless specifically included in Client’s Order, Company has no obligation to provide:

• Profile reinstatement;

• Verification;

• Reverification;

• Appeals;

• Review restoration;

• Ownership-dispute assistance;

• Review-removal assistance; or

• Other remediation services.

7. REVIEW RESPONSES, SOCIAL CONTENT, AND PUBLIC COMMUNICATIONS

7.1 Review Responses

Where review-response Services are included, Client authorizes Company to draft and, where applicable, publish responses to public reviews on Client’s behalf.

Unless Client’s Order specifically requires individual approval before publication, Client grants Company standing authorization to publish review responses using:

• Available Client information;

• Client instructions;

• Client guidelines;

• Templates;

• Artificial-intelligence systems;

• Company judgment; and

• Reasonable reputation-management practices.

Client acknowledges that review responses are public communications and may be interpreted differently by different people.

Company does not guarantee that a review response will:

• Satisfy a reviewer;

• Prevent escalation;

• Improve a rating;

• Cause a reviewer to edit a review;

• Cause a reviewer to delete a review;

• Improve Client’s reputation; or

• Produce another specific result.

7.2 AI-Assisted Responses

Company may use artificial intelligence to assist with review responses and other content.

AI systems may:

• Misunderstand context;

• Omit information;

• Misinterpret facts;

• Generate inaccurate language;

• Generate language Client would phrase differently; or

• Produce other errors.

Client authorizes reasonable AI use where included in the Services.

Client is responsible for informing Company of facts, legal matters, customer disputes, sensitive information, prohibited subjects, or statements that should not appear in public responses.

7.3 Repurposing Reviews

Where included, Client authorizes Company to select publicly available favorable reviews and transform, excerpt, format, or repurpose them into:

• Social-media posts;

• Graphics;

• Website content;

• Review widgets;

• Google Business Profile content;

• Marketing materials; and

• Other promotional content for Client.

Where permitted, Company may use publicly displayed information associated with a review, including:

• Reviewer names;

• Initials;

• Profile images;

• Review text;

• Star ratings; and

• Review dates.

Client accepts responsibility for Client’s ultimate commercial use of such materials.

8. CUSTOMER RELATIONS, COMMUNICATIONS, AND REPUTATIONAL IMPACT

Client understands that marketing communications, review requests, customer reactivation, automated follow-ups, review responses, and related Services involve interactions with Client’s customers and therefore carry inherent customer-relations and reputational risks.

Recipients may:

• Ignore communications;

• Opt out;

• Unsubscribe;

• Complain about frequency;

• Complain about timing;

• Dislike a message;

• Respond negatively;

• Leave a negative review;

• Contact Client with complaints;

• Publicly criticize Client;

• Report a message;

• Report Client;

• Change their purchasing behavior;

• Stop doing business with Client;

• Decline future services;

• Refer fewer customers;

• Discourage others from using Client; or

• Otherwise react in ways Company cannot predict or control.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY ACTUAL, ALLEGED, PERCEIVED, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER LOSS OF:

• Customers;

• Sales;

• Revenue;

• Profits;

• Goodwill;

• Reputation;

• Referrals;

• Business opportunities;

• Customer relationships;

• Prospective customers; or

• Other commercial value

ARISING FROM OR RELATED TO REVIEW REQUESTS, CUSTOMER REACTIVATION, FOLLOW-UP COMMUNICATIONS, REVIEW RESPONSES, AUTOMATIONS, FEEDBACK ROUTING, FILTERING OR SEGMENTATION FUNCTIONALITY, OR OTHER REPUTATION SERVICES.

Client expressly understands that a customer complaint, opt-out, negative reaction, lost customer, negative review, public complaint, lost sale, or other adverse customer response does not by itself establish that Company breached these Terms, acted improperly, or caused legally recoverable harm.

9. REPUTATION SERVICE FREE TRIAL

9.1 Qualifying Reputation Plans

Unless Client’s Order states otherwise, qualifying new Reputation Service subscriptions may include a fourteen-calendar-day free trial.

The trial applies only to qualifying Reputation Services.

The trial does not automatically apply to:

• Website Services;

• CRM Services;

• Custom development;

• Advertising;

• SEO;

• Standalone GBP optimization;

• Setup fees;

• Third-party charges;

• Usage Charges; or

• Other Services.

9.2 When the Free Trial Begins

The fourteen-day trial begins on the Reputation Service Start Date.

The trial does not begin merely because Client:

• Purchases or signs up;

• Completes onboarding;

• Submits an onboarding form;

• Attends an onboarding call;

• Provides account access;

• Imports customer information;

• Connects an integration; or

• Has an Account configured.

The trial begins when review-request Services actually begin and the first qualifying review-request communication is transmitted on Client’s behalf.

Company records will control the Reputation Service Start Date absent manifest error.

9.3 Continuous Trial Period

Once the Reputation Service Start Date occurs, the fourteen-calendar-day trial runs continuously.

A Client-requested pause, delayed approval, unavailable integration, missing customer data, failure to provide requested information, credential issue, Client-caused interruption, or other matter attributable to Client does not automatically restart or extend the trial.

Company may extend a trial in writing at its discretion.

9.4 First Paid Charge

Unless a referral program, promotion, or Order states otherwise, Client’s first recurring Reputation Service subscription charge will be processed following completion of the fourteen-day free trial in accordance with the pricing and billing interval accepted by Client.

By beginning a trial that converts to a paid Subscription, Client authorizes Company and its payment processor to charge the applicable payment method after the trial unless Client cancels before the applicable charge is processed.

10. THIRTY-DAY REPUTATION SERVICE MONEY-BACK GUARANTEE

10.1 Qualifying Clients

Unless Client’s Order states otherwise, a qualifying new Reputation Service Client who completes the standard fourteen-day free trial may receive a thirty-calendar-day money-back-guarantee period.

The thirty-calendar-day guarantee period begins on the date Client’s first paid Reputation Service subscription charge is successfully processed immediately following the free trial.

The guarantee applies only to qualifying Reputation Services.

10.2 Exercising the Guarantee

To exercise the money-back guarantee, Client must provide Company with a clear written cancellation and refund request before expiration of the applicable thirty-calendar-day guarantee period.

A request received after expiration of the guarantee period is not eligible.

Unless Client’s Order expressly states otherwise, the guarantee applies only to the qualifying initial base Reputation Service Subscription fee actually paid.

The following are not refundable under the guarantee unless Company expressly agrees otherwise:

• Setup fees;

• SMS charges;

• MMS charges;

• Email charges;

• Phone charges;

• AI charges;

• Carrier charges;

• Usage Charges;

• Taxes;

• Regulatory charges;

• Third-party fees;

• Custom-work charges;

• Add-ons; and

• Other pass-through amounts.

10.3 Twenty-Five Review Threshold

THE MONEY-BACK GUARANTEE AUTOMATICALLY TERMINATES AND IS WAIVED IF TWENTY-FIVE OR MORE DISTINCT NEW GOOGLE REVIEWS ARE PUBLISHED FOR CLIENT AT ANY TIME DURING THE PERIOD BEGINNING ON THE REPUTATION SERVICE START DATE AND ENDING AT THE EXPIRATION OF THE APPLICABLE THIRTY-DAY MONEY-BACK-GUARANTEE PERIOD.

The threshold applies whether the reviews were directly attributable to Company’s Services or otherwise received by Client during that period.

Once twenty-five qualifying new Google reviews have been published, Client permanently loses eligibility for the money-back guarantee.

Later:

• Deletion;

• Filtering;

• Suppression;

• Removal;

• Unpublishing;

• Modification;

• Disappearance;

• Loss; or

• Reduction in Client’s displayed review count

does not restore refund eligibility.

The twenty-five-review threshold is solely a condition governing refund eligibility.

It is not a representation, warranty, forecast, promise, or guarantee that Company will produce twenty-five reviews or any particular number of reviews.

Company records, platform records, screenshots, timestamps, reporting tools, or other reasonably reliable evidence may be used to determine whether the threshold was reached.

11. REFERRAL PROGRAM

11.1 Qualifying Referral

Company may offer a referral program through which a person or existing Client refers a new business to New Era Growth.

A referral qualifies only if Company reasonably determines that:

• The referred business is genuinely new to Company;

• The referral is not fraudulent;

• The referral is not a self-referral;

• The referred business is not already actively engaged in Company’s sales process;

• The referred business activates a qualifying Service; and

• Other reasonable referral-program conditions are satisfied.

Company may reject:

• Duplicate referrals;

• Fraudulent referrals;

• Self-referrals;

• Related-entity referrals;

• Previously existing leads;

• Existing Clients presented as new referrals; or

• Other referrals Company reasonably determines do not qualify.

11.2 Referred Client Benefit

Unless the applicable referral offer states otherwise, a qualifying newly referred Reputation Service Client receives:

1. The standard fourteen-calendar-day Reputation Service free trial; followed by

2. One complimentary thirty-calendar-day period of the applicable base Reputation Service.

Normal paid Subscription billing begins following completion of that complimentary period unless Client cancels before the first applicable paid charge is processed.

11.3 No Money-Back Guarantee for Referred Clients

A CLIENT WHO RECEIVES THE COMPLIMENTARY SERVICE MONTH AS PART OF THE REFERRAL PROGRAM IS NOT ELIGIBLE FOR THE THIRTY-DAY MONEY-BACK GUARANTEE DESCRIBED IN SECTION 10.

The fourteen-day free trial and complimentary thirty-day service period replace the standard money-back-guarantee offer.

No separate thirty-day money-back period begins after the referred Client’s complimentary period ends.

11.4 Referrer Benefit

Unless the applicable referral offer states otherwise, a qualifying referrer receives the equivalent of one eligible month of the applicable base Service at no charge or as a billing credit.

For a Client billed at an interval longer than one month, Company may calculate a reasonable monthly-equivalent credit.

Referral credits:

• Have no cash value;

• Are not refundable;

• Are not transferable;

• Cannot ordinarily be redeemed for Usage Charges;

• Cannot ordinarily be redeemed for third-party charges;

• May require an active eligible Subscription;

• May be applied to a billing period selected by Company; and

• Are subject to reasonable eligibility and anti-fraud rules.

Company may modify referral-program conditions for future referrals at any time.

12. PRICING, ORDERS, AND COMMERCIAL TERMS

12.1 Applicable Pricing

Subscription pricing, setup charges, promotional pricing, billing frequency, discounts, trial periods, free periods, add-ons, and purchased Services are governed by the applicable Order accepted by Client.

Company is not required to list fixed package pricing in these Terms.

12.2 Sales Calls, Demonstrations, and Marketing

Company may discuss:

• Prices;

• Plans;

• Services;

• Potential results;

• Industry practices;

• Expected outcomes;

• Examples;

• Demonstrations;

• Case studies; and

• Promotional offers

during discovery calls, phone calls, video calls, demonstrations, presentations, advertisements, videos, emails, or other communications.

The binding price and commercial arrangement for Client are the terms contained in the applicable Order accepted by Client.

An oral statement does not override these Terms or an accepted Order unless Company subsequently confirms the modification in writing.

12.3 Future Pricing Changes

Company may change:

• Prices;

• Plan structures;

• Setup fees;

• Features;

• Service limits;

• Promotional pricing;

• Trial offers;

• Referral offers; and

• Other commercial terms

for future purchases at any time without amending these Terms.

12.4 Existing Subscription Pricing

Unless Client has an express written pricing commitment stating otherwise, Company may change pricing for an existing recurring Subscription by providing any notice required by applicable law or contract before the new price becomes effective.

Client may cancel an affected Subscription before the new price takes effect.

Third-party pass-through charges, carrier charges, taxes, regulatory charges, and usage-based rates may change as imposed by the applicable provider or authority.

13. BILLING AND AUTOMATIC RENEWAL

Subscription fees are billed in advance for the applicable Service period unless Client’s Order states otherwise.

Subscriptions automatically renew at the billing interval contained in Client’s accepted Order until canceled.

By providing a payment method, Client authorizes Company and its payment providers to charge the payment method for:

• Recurring Subscription fees;

• Setup fees;

• Usage Charges;

• Wallet replenishments;

• Add-ons;

• Project fees;

• Taxes;

• Regulatory charges;

• Third-party charges; and

• Other properly authorized amounts.

Renewal occurs at the applicable price then in effect unless Client cancels before the renewal charge is processed or Client qualifies for an express pricing commitment.

Company may send billing reminders or renewal reminders as a courtesy.

Failure to send or receive a courtesy reminder does not cancel, extend, or otherwise modify a Subscription.

14. USAGE-BASED SERVICES

Subscription fees do not include unlimited calling, SMS, MMS, email, AI usage, phone numbers, premium automation, verification, domains, WhatsApp, integrations, data services, or other metered third-party functionality unless Client’s Order expressly states otherwise.

Applicable Usage Charges are those disclosed through:

• The Platform;

• Client’s wallet;

• Checkout;

• Client’s Order;

• An invoice; or

• Another applicable billing interface.

Third-party providers may change:

• Rates;

• Fees;

• Taxes;

• Carrier surcharges;

• Registration charges;

• Verification fees; or

• Billing methodologies.

Company may pass such charges through to Client.

Where a prepaid digital wallet is used, Client authorizes automatic wallet replenishment according to the configured threshold.

Consumed Usage Charges and wallet funds already used for delivered Services are non-refundable except where required by law.

15. CANCELLATION AND REFUNDS

Client may cancel a Subscription using a cancellation method designated by Company, including written notice through an applicable Company contact method.

Unless a free-trial, referral, promotional, or Order-specific provision states otherwise, cancellation becomes effective at the end of Client’s current paid billing period.

To avoid a renewal charge, Client must cancel before that renewal charge is processed.

Except for:

1. The qualifying Reputation Service money-back guarantee described in Section 10;

2. An express written refund commitment contained in an Order; or

3. A refund required by applicable law,

processed charges are final and non-refundable.

Cancellation does not create a retroactive refund of valid charges.

Cancellation does not result in a prorated refund for unused portions of a prepaid Service period unless Company expressly agrees otherwise.

16. ONBOARDING, CLIENT RESPONSIBILITIES, AND CLIENT-CAUSED DELAYS

Client agrees to timely:

• Provide accurate business information;

• Provide accurate billing information;

• Complete requested onboarding materials;

• Supply lawful customer data;

• Supply required credentials;

• Provide authorized account access;

• Provide GBP access where applicable;

• Provide website access where applicable;

• Provide domain or DNS access where applicable;

• Provide CRM access where applicable;

• Provide social-media access where applicable;

• Provide calendar access where applicable;

• Provide integration access where applicable;

• Respond to reasonable Company questions;

• Provide requested approvals;

• Review business-specific information;

• Identify factual errors;

• Provide required licenses or disclosures;

• Follow reasonable Company instructions; and

• Otherwise reasonably cooperate with delivery of the Services.

Company may rely on information, approvals, customer records, credentials, customer lists, account permissions, instructions, and other materials supplied or approved by Client.

Client is responsible for errors, claims, delays, interruptions, losses, or other consequences resulting from inaccurate, incomplete, outdated, unlawful, or misleading information provided by Client.

Any estimated or expected delivery timeline is automatically extended as reasonably necessary where Client delays providing information, access, approval, cooperation, content, credentials, or another required dependency.

CLIENT-CAUSED DELAYS DO NOT CONSTITUTE COMPANY BREACH AND DO NOT ENTITLE CLIENT TO DAMAGES, SERVICE CREDITS, REFUNDS, EXTENDED TRIALS, OR BILLING PAUSES EXCEPT WHERE COMPANY EXPRESSLY AGREES OTHERWISE IN WRITING.

Company shall not be liable for any:

• Delay;

• Campaign interruption;

• Review loss;

• GBP impact;

• Profile restriction;

• Integration problem;

• Lost opportunity;

• Additional expense;

• Customer complaint;

• Data issue; or

• Other consequence

caused or contributed to by Client’s:

• Negligence;

• Inaction;

• Delayed response;

• Inaccurate information;

• Unauthorized action;

• Credential change;

• Configuration change;

• Platform-policy violation;

• Failure to follow instructions;

• Failure to maintain required accounts;

• Failure to provide required access; or

• Failure to timely cooperate.

Additional work required to correct Client-caused problems may be treated as out-of-scope work and separately charged.

17. CUSTOMER LISTS, COMMUNICATIONS, AND CONSENT

17.1 Client Relationship With Recipients

Where communications are transmitted on Client’s behalf, Client is the business whose:

• Customer relationship;

• Services;

• Products;

• Reputation;

• Customer records;

• Customer history; and

• Commercial relationship

form the basis of the communication.

Nothing in these Terms eliminates any legal obligation independently imposed on Company.

As between Client and Company, however, Client is responsible for providing a lawful audience and accurate information concerning recipients.

17.2 Client Representations Regarding Customer Data

By uploading, supplying, syncing, importing, connecting, or otherwise authorizing use of customer information, Client represents and warrants that:

• Client lawfully obtained the information;

• Client has a legitimate relationship with the persons contacted appropriate for the intended communication;

• Client has the right to provide the information to Company;

• Client has the right to process the information through the Services;

• Client has provided legally required privacy notices;

• Client has obtained any legally required consent;

• Client’s information is reasonably accurate;

• The customer list is not unlawfully purchased;

• The customer list is not unlawfully harvested;

• The customer list is not unlawfully scraped;

• Client will provide available evidence of consent upon reasonable request; and

• Client will provide available opt-out and suppression information.

Company may rely on these representations without independently investigating every recipient or the origin of every data point.

17.3 Applicable Communications Rules

Client is responsible for its obligations under laws and rules applicable to Client’s communications and customer information, including, where applicable:

• The Telephone Consumer Protection Act;

• The Telemarketing Sales Rule;

• CAN-SPAM;

• State telemarketing laws;

• Do Not Call requirements;

• Privacy laws;

• Carrier rules;

• A2P 10DLC requirements;

• Toll-free verification requirements; and

• Platform acceptable-use policies.

17.4 Opt-Outs

Company may automatically honor recognized opt-out instructions, including STOP where supported.

Company may suppress communications where required or where Company reasonably determines suppression is appropriate.

Client shall not instruct Company to intentionally override a legally required opt-out.

18. ARTIFICIAL INTELLIGENCE AND AUTOMATED SERVICES

AI systems and automated workflows may:

• Misunderstand instructions;

• Misunderstand customers;

• Generate inaccurate information;

• Omit information;

• Fail to respond;

• Behave inconsistently;

• Generate inappropriate suggestions;

• Misclassify information;

• Experience outages; or

• Produce content requiring human judgment.

Client is responsible for maintaining appropriate oversight and independently verifying information that could materially affect:

• Client’s business;

• Client’s legal obligations;

• Client’s customers;

• Client’s pricing;

• Safety;

• Regulated activities; or

• Professional responsibilities.

Unless otherwise agreed in writing, Company does not provide AI tools as a substitute for licensed legal, medical, financial, emergency, or other regulated professional advice.

AI providers, models, features, prices, limits, and functionality may change.

19. THIRD-PARTY PLATFORMS AND INTEGRATIONS

Services may depend on third parties, including:

• HighLevel;

• LeadConnector;

• Google;

• Meta;

• Stripe;

• Payment processors;

• Telecommunications carriers;

• Email providers;

• Hosting providers;

• Domain registrars;

• Artificial-intelligence providers;

• CRM providers;

• Scheduling platforms;

• Social networks; and

• Other third-party service providers.

Third-party services are governed by their own:

• Terms;

• Policies;

• Algorithms;

• Approval procedures;

• Limits;

• Pricing;

• Availability;

• APIs; and

• Technical requirements.

Company shall not be responsible for third-party:

• Outages;

• Delays;

• Bugs;

• Data loss;

• Review filtering;

• Review removal;

• Account suspensions;

• Business Profile suspensions;

• Account restrictions;

• Deliverability failures;

• Policy changes;

• Algorithm changes;

• API changes;

• Price changes;

• Integration failures;

• Verification requirements;

• Registration rejection;

• Disabled functionality; or

• Other acts or omissions outside Company’s reasonable control.

Company does not guarantee approval of:

• A2P registration;

• Toll-free verification;

• Phone numbers;

• Payment accounts;

• GBP changes;

• GBP verification;

• Third-party integrations;

• Advertisements;

• Messaging campaigns;

• Domains;

• APIs; or

• Other third-party accounts or functionality.

20. OWNERSHIP AND INTELLECTUAL PROPERTY

20.1 Client Content

Client retains ownership of Client Content.

Client grants Company and its providers a non-exclusive, worldwide, royalty-free license to:

• Host;

• Copy;

• Format;

• Modify;

• Transmit;

• Process;

• Display;

• Publish; and

• Otherwise use Client Content

as reasonably necessary to provide, maintain, support, administer, and improve the Services.

20.2 Company Materials

Company and its licensors retain all ownership and intellectual-property rights in Company Materials and the Platform.

No ownership interest in Company Materials is transferred except where expressly stated in a written Order.

20.3 Subscription License

During an active eligible Subscription, Client receives a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use applicable Company Materials solely for Client’s internal business purposes.

The license terminates when the associated Subscription terminates.

20.4 Websites

A website provided as part of a recurring Subscription is hosted and licensed as part of that Subscription unless Client’s Order expressly states that the website is being sold or transferred as a separate project.

Upon cancellation, Company is not required to transfer:

• Company templates;

• Source code;

• Reusable layouts;

• Proprietary automations;

• Platform configurations;

• Workflows;

• Company Materials; or

• A functioning clone of a subscription-based website.

Client retains ownership of Client’s original:

• Logos;

• Photographs;

• Trademarks;

• Videos; and

• Client-created content.

Company may offer migration or transfer assistance separately.

20.5 Domains and Phone Numbers

Client-owned domains remain Client property.

Where technically and contractually permitted, Company will reasonably assist with eligible domain or phone-number transfers after:

• Outstanding balances have been paid; and

• Applicable transfer charges have been paid.

Transfers remain subject to:

• Registrar rules;

• Carrier rules;

• Platform rules;

• Regulatory requirements; and

• Third-party limitations.

21. ACCEPTABLE USE

Client may not use the Services to violate:

• Applicable law;

• Court orders;

• Platform rules;

• Carrier rules;

• Telecommunications requirements; or

• Third-party rights.

Client may not use the Services for:

• Fraudulent activity;

• Deceptive activity;

• Harassment;

• Abuse;

• Malicious conduct;

• Unauthorized access;

• Unlawful communications;

• Fake reviews;

• Prohibited review manipulation; or

• Other unlawful or prohibited activity.

Company may refuse, modify, suspend, or terminate any campaign, workflow, request, configuration, content, communication, or activity Company reasonably believes creates excessive:

• Legal risk;

• Regulatory risk;

• Carrier risk;

• Platform risk;

• Security risk;

• Operational risk; or

• Reputational risk.

22. CONFIDENTIALITY AND DATA SECURITY

Each party will use reasonable care to protect the other party’s non-public confidential information.

Company uses reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services.

No internet-connected system is completely secure.

Client is responsible for Client’s:

• Credentials;

• Passwords;

• Authorized users;

• User permissions;

• Endpoint security;

• Internal access controls;

• Data exports;

• Data backups; and

• Preservation of information Client is legally required to retain.

Company does not guarantee that information will never be:

• Lost;

• Corrupted;

• Deleted;

• Accessed without authorization;

• Interrupted; or

• Affected by a third-party security incident.

23. SUSPENSION AND TERMINATION

Company may refuse, restrict, suspend, or terminate a Service or Account, with or without advance notice where reasonably appropriate, if:

• Client fails to pay;

• Client breaches these Terms;

• Client violates law;

• Client violates a third-party policy;

• Client engages in abusive conduct;

• Client engages in threatening conduct;

• Client engages in deceptive conduct;

• Client engages in fraudulent conduct;

• Client creates excessive legal risk;

• Client creates excessive regulatory risk;

• Client creates excessive carrier risk;

• Client creates excessive platform risk;

• Client creates security risk;

• Client creates excessive reputational risk;

• Client fails to provide required information;

• Client fails to provide required access;

• Client fails to provide required approval;

• Client fails to reasonably cooperate;

• A third-party provider restricts an associated account;

• Continued operation threatens Company, Client, another Client, a provider, or the public; or

• Company is otherwise legally required to do so.

Termination for cause does not eliminate amounts properly owed and does not create a refund right except where required by law.

Company may decline to renew or may terminate a Subscription for legitimate business or operational reasons.

If Company terminates a prepaid Subscription without cause before expiration of the prepaid term, Company will provide a prorated refund of the unused base Subscription portion, less:

• Properly incurred Usage Charges;

• Outstanding balances;

• Third-party charges; and

• Other non-refundable amounts.

Such prorated refund is Client’s exclusive monetary remedy for Company’s termination without cause.

24. DATA FOLLOWING TERMINATION

When an applicable Subscription ends, Client’s right to access associated:

• Platform functionality;

• Company Materials;

• Websites;

• Workflows;

• Automations;

• Licensed features; and

• Other subscription-based functionality

ends.

Client is responsible for exporting available Client Content before termination where export functionality is available.

Company may retain certain Client data temporarily following termination where technically available but does not guarantee continued retention, recovery, restoration, or accessibility.

Data exports do not include:

• Company Materials;

• Platform source code;

• Proprietary workflows;

• Reusable templates;

• Prompts;

• Internal configurations;

• Proprietary methodologies; or

• Third-party proprietary materials.

25. NO GUARANTEE OF RESULTS

COMPANY DOES NOT GUARANTEE ANY PARTICULAR BUSINESS, MARKETING, REPUTATION, SEARCH, CUSTOMER, FINANCIAL, OR COMMERCIAL RESULT.

Without limitation, Company does not guarantee:

• Any particular number of reviews;

• Positive reviews;

• Five-star reviews;

• Any particular star rating;

• Publication of reviews;

• Retention of reviews;

• Google Business Profile rankings;

• GBP visibility;

• Search-engine rankings;

• Website traffic;

• Leads;

• Calls;

• Appointments;

• Customers;

• Sales;

• Revenue;

• Profit;

• Conversion rates;

• Referrals;

• Customer retention;

• Message delivery;

• Email delivery;

• SMS delivery;

• Click-through rates;

• Customer responses;

• Customer satisfaction;

• Search indexing;

• Platform approval;

• Advertisement approval; or

• Any other result.

Results depend on many factors outside Company’s control, including:

• Client’s quality of service;

• Client’s products;

• Client’s market;

• Competition;

• Pricing;

• Existing reputation;

• Customer experience;

• Customer willingness to leave reviews;

• Customer data;

• Consent;

• Geography;

• Sales process;

• Platform algorithms;

• Platform policies;

• Search behavior;

• Client Content;

• Review-platform enforcement;

• Economic conditions; and

• Client’s own conduct.

Any:

• Estimate;

• Projection;

• Expected outcome;

• Benchmark;

• Case study;

• Historical result;

• Industry standard;

• Industry practice;

• Demonstration;

• Example;

• Average;

• Typical outcome; or

• Statement regarding what may, could, ordinarily, commonly, or potentially occur

is illustrative only.

Such statements do not constitute guarantees, warranties, representations of future performance, promises, or contractual commitments.

Past results do not guarantee future results.

26. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;

• FITNESS FOR A PARTICULAR PURPOSE;

• TITLE;

• NON-INFRINGEMENT;

• ACCURACY;

• RESULTS;

• AVAILABILITY; AND

• UNINTERRUPTED OR ERROR-FREE OPERATION.

Company does not warrant that the Services will always be:

• Available;

• Uninterrupted;

• Secure;

• Accurate;

• Complete;

• Error-free;

• Compatible with every third-party system;

• Free from filtering;

• Free from outages;

• Free from data loss;

• Accepted by third-party platforms; or

• Unaffected by third-party changes.

27. ASSUMPTION OF RISK AND RELEASE FOR REPUTATION SERVICES

CLIENT ACKNOWLEDGES THAT REPUTATION MANAGEMENT, CUSTOMER COMMUNICATIONS, CUSTOMER REACTIVATION, REVIEW REQUESTS, GOOGLE BUSINESS PROFILE ACTIVITY, AUTOMATED WORKFLOWS, REVIEW RESPONSES, REVIEW REPURPOSING, FEEDBACK ROUTING, FILTERING OR SEGMENTATION FUNCTIONALITY, AND THIRD-PARTY PLATFORMS INVOLVE RISKS THAT CANNOT BE COMPLETELY ELIMINATED BY COMPANY.

CLIENT KNOWINGLY AND VOLUNTARILY ASSUMES THOSE RISKS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT RELEASES AND DISCHARGES NEW ERA GROWTH AND ITS:

• OWNERS;

• MEMBERS;

• MANAGERS;

• OFFICERS;

• EMPLOYEES;

• CONTRACTORS;

• AGENTS;

• AFFILIATES; AND

• SERVICE PROVIDERS

FROM CLAIMS BY CLIENT ARISING FROM OR RELATING TO:

• Removal of reviews;

• Filtering of reviews;

• Suppression of reviews;

• Loss of reviews;

• Delayed reviews;

• Hidden reviews;

• Changes in review counts;

• Changes in ratings;

• Google Business Profile verification;

• Google Business Profile reverification;

• Google Business Profile restriction;

• Google Business Profile suspension;

• Google Business Profile disablement;

• Google Business Profile removal;

• Search-ranking changes;

• Loss of search visibility;

• Loss of GBP visibility;

• Platform warnings;

• Platform penalties;

• Algorithmic decisions;

• Customer complaints;

• Customer opt-outs;

• Negative customer responses;

• Negative reviews;

• Customer disputes;

• Alleged annoyance of customers;

• Alleged “pestering” of customers;

• Alleged excessive communication;

• Alleged loss of customers;

• Alleged loss of sales;

• Alleged reputational harm;

• Alleged loss of goodwill;

• Alleged lost referrals;

• Alleged lost revenue;

• Customer reaction to public review responses;

• Automated communications;

• Internal-feedback systems;

• Feedback-routing functionality;

• Filtering or segmentation functionality;

• Platform balancing;

• Campaign cadence;

• Company’s reasonable campaign-management decisions;

• Company’s reasonable decision to modify a workflow;

• Company’s reasonable decision to pause a campaign;

• Company’s reasonable decision to throttle a campaign;

• Company’s reasonable decision to disable functionality;

• Company’s reasonable decision to terminate a campaign;

• Third-party platform actions; or

• OTHER ACTUAL, ALLEGED, PERCEIVED, INDIRECT, INCIDENTAL, CONSEQUENTIAL, COMMERCIAL, CUSTOMER-RELATIONSHIP, REPUTATIONAL, OR BUSINESS HARM ARISING OUT OF OR RELATING TO THE REPUTATION SERVICES.

THIS RELEASE INCLUDES CLAIMS ALLEGING ORDINARY NEGLIGENCE BY COMPANY TO THE EXTENT SUCH A RELEASE IS PERMITTED BY APPLICABLE LAW.

Nothing in these Terms releases, limits, or excludes liability that applicable law expressly prohibits the parties from releasing, limiting, or excluding.

28. CLIENT INDEMNIFICATION

Client shall defend, indemnify, and hold harmless New Era Growth and its:

• Owners;

• Members;

• Managers;

• Officers;

• Employees;

• Contractors;

• Agents;

• Affiliates; and

• Service providers

from and against third-party claims, customer claims, investigations, demands, government inquiries, fines, penalties, damages, settlements, judgments, losses, liabilities, reasonable attorneys’ fees, and reasonable costs arising out of or relating to:

• Client’s business;

• Client’s products;

• Client’s services;

• Client Content;

• Client’s representations;

• Client’s advertising claims;

• Client’s customer lists;

• Client’s customer data;

• Client’s failure to obtain legally required consent;

• Communications sent using information provided by Client;

• Review-request campaigns;

• Customer reactivation campaigns;

• End Customer complaints;

• Client’s use of the Services;

• Client’s misuse of the Services;

• Client’s violation of these Terms;

• Client’s violation of law;

• Client’s violation of carrier rules;

• Client’s violation of platform rules;

• Client’s review practices;

• Client’s instructions to Company;

• Inaccurate information supplied by Client;

• Client’s negligence;

• Client’s misconduct;

• Client’s failure to follow Company instructions;

• Client’s violation of privacy rights;

• Client’s violation of intellectual-property rights;

• Client’s violation of publicity rights;

• Client’s violation of contractual rights; or

• Activity performed through Client’s Account by Client or its authorized users.

Company will provide reasonable notice of an indemnified claim where practicable.

Client may not settle a claim in a manner that:

• Admits wrongdoing by an indemnified party;

• Requires payment by an indemnified party;

• Restricts an indemnified party; or

• Imposes an obligation on an indemnified party

without that party’s prior written consent.

29. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEW ERA GROWTH AND ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND PROVIDERS SHALL NOT BE LIABLE FOR:

• INDIRECT DAMAGES;

• INCIDENTAL DAMAGES;

• CONSEQUENTIAL DAMAGES;

• SPECIAL DAMAGES;

• EXEMPLARY DAMAGES;

• PUNITIVE DAMAGES;

• LOST PROFITS;

• LOST REVENUE;

• LOST SALES;

• LOST BUSINESS;

• LOST CUSTOMERS;

• LOST BUSINESS OPPORTUNITY;

• LOST REFERRALS;

• LOST DATA;

• LOSS OF GOODWILL;

• REPUTATIONAL HARM;

• CUSTOMER-RELATIONSHIP HARM;

• COST OF SUBSTITUTE SERVICES;

• BUSINESS INTERRUPTION;

• THIRD-PARTY ACTIONS;

• END CUSTOMER ACTIONS;

• PLATFORM ACTIONS;

• SEARCH-ENGINE ACTIONS;

• GOOGLE BUSINESS PROFILE ACTIONS;

• REVIEW-PLATFORM ACTIONS;

• TELECOMMUNICATIONS PROVIDER ACTIONS;

• GOVERNMENT ACTIONS; OR

• REGULATORY ACTIONS.

THIS EXCLUSION APPLIES EVEN IF COMPANY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, ANY ORDER, OR THE RELATIONSHIP BETWEEN CLIENT AND COMPANY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

The limitations contained in this Section apply regardless of whether a claim is characterized as:

• Contract;

• Tort;

• Negligence;

• Strict liability;

• Statutory liability;

• Restitution; or

• Another legal theory.

These limitations do not apply to liability that applicable law expressly prohibits the parties from limiting.

30. CALL RECORDING

Company may record sales, onboarding, implementation, support, strategy, training, or other business calls for purposes including:

• Quality assurance;

• Documentation;

• Training;

• Service improvement;

• Dispute resolution; and

• Recordkeeping.

Company will provide notice or obtain consent where required by applicable law.

31. COMMUNICATIONS FROM NEW ERA GROWTH TO CLIENT

Where Client provides contact information and authorizes communication from Company, Company may contact Client through:

• Email;

• SMS;

• Telephone;

• Voicemail;

• Platform notifications; or

• Other electronic methods.

Communications may include:

• Account notices;

• Onboarding requests;

• Appointment reminders;

• Billing notices;

• Payment notices;

• Service updates;

• Support communications;

• Account-security notices; and

• Marketing communications where permitted.

Message frequency varies.

Message and data rates may apply.

Where supported, Client may reply STOP to eligible SMS communications to opt out.

Opting out of marketing communications does not:

• Cancel Client’s Subscription;

• Cancel amounts owed;

• Terminate Services; or

• Prevent legally permitted transactional or account-related communications.

32. FAILED PAYMENTS, COLLECTIONS, AND PAYMENT DISPUTES

If a payment fails, Company or its payment processor may retry the charge.

Company may suspend or restrict Services while amounts remain unpaid.

Suspension or termination does not eliminate Client’s responsibility for valid outstanding charges.

Client agrees to contact Company and provide Company with a reasonable opportunity to investigate a billing dispute before initiating a chargeback where practicable.

A knowingly improper chargeback concerning properly authorized and delivered Services constitutes a material breach of these Terms.

Company may provide payment processors, financial institutions, collection providers, courts, arbitrators, or other appropriate parties with relevant records demonstrating:

• Client’s acceptance of these Terms;

• Recurring-billing authorization;

• Client’s Order;

• Account activity;

• Communications;

• Service delivery;

• Customer activity;

• Trial commencement;

• Review activity; and

• Other relevant evidence.

Company may pursue lawful collection of properly owed amounts.

33. DISPUTE RESOLUTION

33.1 Informal Resolution

Before commencing arbitration or litigation, the complaining party must provide the other party with a written description of the dispute and allow at least thirty days for good-faith informal resolution.

33.2 Binding Individual Arbitration

EXCEPT FOR AN ELIGIBLE INDIVIDUAL SMALL-CLAIMS MATTER OR AN ACTION SEEKING TEMPORARY OR INJUNCTIVE RELIEF TO PROTECT INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, SYSTEM SECURITY, OR PREVENT UNAUTHORIZED USE OF THE SERVICES, ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, AN ORDER, THE SERVICES, OR THE RELATIONSHIP BETWEEN CLIENT AND COMPANY SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN A JUDGE OR JURY TRIAL.

The arbitration shall be administered by the American Arbitration Association under its applicable Commercial Arbitration Rules unless the parties agree in writing to another administrator.

The arbitration shall be conducted before one arbitrator.

Unless the parties agree otherwise or applicable law requires otherwise, the legal seat and venue of arbitration shall be Miami-Dade County, Florida.

Hearings may be conducted remotely where permitted.

The arbitrator may award relief that would otherwise be available in a court of competent jurisdiction, subject to the limitations, releases, disclaimers, and exclusions contained in these Terms.

Judgment on an arbitration award may be entered in any court having jurisdiction.

33.3 Jury-Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT AND COMPANY EACH KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY ORDER, OR THE PARTIES’ RELATIONSHIP.

33.4 Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS.

NEITHER PARTY MAY BRING OR PARTICIPATE IN A:

• CLASS ACTION;

• COLLECTIVE ACTION;

• CONSOLIDATED ACTION;

• PRIVATE ATTORNEY GENERAL ACTION; OR

• OTHER REPRESENTATIVE PROCEEDING

AGAINST THE OTHER.

The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that individual party’s claim.

33.5 Attorneys’ Fees

To the extent permitted by applicable law, the prevailing party in a dispute arising from these Terms may recover reasonable attorneys’ fees and costs.

33.6 Governing Law

These Terms and all disputes arising from or relating to them are governed by the laws of the State of Florida without regard to conflict-of-law principles.

For matters properly permitted to proceed in court rather than arbitration, Client and Company consent to exclusive jurisdiction and venue in the appropriate state or federal court located in Miami-Dade County, Florida.

34. CHANGES TO SERVICES AND TERMS

34.1 Changes to Services

Company may add, modify, replace, limit, suspend, or discontinue features, functionality, integrations, providers, workflows, Service components, plan structures, or other aspects of the Services as Company’s:

• Business;

• Technology;

• Platform;

• Operational needs;

• Applicable laws;

• Carrier requirements; or

• Third-party services

evolve.

Company may modify the manner in which Services are performed where Company reasonably determines that a change is appropriate for:

• Operational reasons;

• Compliance;

• Security;

• Deliverability;

• Platform requirements;

• Customer experience;

• Technology changes; or

• Business reasons.

34.2 Changes to These Terms

Company may revise, amend, supplement, replace, or otherwise update these Terms from time to time in its discretion.

The most current version of the Terms will be made available through Company’s website or another applicable electronic location and will identify its effective or last-updated date.

Unless otherwise stated by Company, revised Terms become effective on their stated effective date.

Client is responsible for periodically reviewing the Terms applicable to the Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT’S CONTINUED ACCESS TO, PAYMENT FOR, RECEIPT OF, OR USE OF THE SERVICES AFTER REVISED TERMS BECOME EFFECTIVE CONSTITUTES CLIENT’S ACCEPTANCE OF THE REVISED TERMS.

Company is not required to obtain a new signature, checkbox acceptance, or other renewed affirmative acceptance from Client each time these Terms are updated unless Company determines that renewed acceptance is appropriate or applicable law requires otherwise.

Where applicable law requires additional notice or consent before a particular amendment may become binding upon an existing Client, Company may provide such notice or obtain such consent by any legally sufficient method, including:

• Email;

• SMS;

• Account notice;

• Billing communication;

• Website notice;

• Platform notice; or

• Other electronic communication.

Nothing in this Section requires Company to individually notify Client of routine, non-material, administrative, operational, formatting, clarification, Service-related, or legally required updates except where applicable law expressly requires otherwise.

Client’s continued use of the Services following any legally required notice constitutes acceptance of the revised Terms to the extent permitted by applicable law.

34.3 Current Version Controls

For Services provided after revised Terms become effective, the then-current Terms govern to the maximum extent permitted by applicable law.

No amendment to these Terms requires modification of an existing Order merely because Company changes:

• These Terms;

• Its generally available Services;

• Pricing for future purchases;

• Promotional offers; or

• Its plan structure.

A previously accepted Order continues to control Client-specific pricing, billing periods, promotional commitments, and expressly purchased deliverables for the period during which those terms remain applicable.

35. GENERAL PROVISIONS

35.1 Entire Agreement

These Terms, Company’s applicable Privacy Policy, Client’s applicable Order, and any written addendum expressly accepted by Company constitute the entire agreement between Client and Company concerning the Services.

They supersede prior understandings concerning the same subject matter.

35.2 Order of Precedence

A specifically negotiated written Order or signed addendum controls over these Terms only to the extent it expressly conflicts with these Terms.

35.3 Independent Contractors

Client and Company are independent contractors.

Nothing in these Terms creates:

• Employment;

• Partnership;

• Franchise;

• Joint venture;

• Fiduciary relationship; or

• General agency relationship.

35.4 Assignment

Client may not assign these Terms or an Account without Company’s prior written consent.

Company may assign its rights and obligations in connection with:

• Financing;

• Reorganization;

• Merger;

• Acquisition;

• Sale of assets;

• Corporate restructuring;

• Sale of Company; or

• Transfer of the Services.

35.5 Force Majeure

Company is not responsible for delay, interruption, or failure caused by circumstances beyond Company’s reasonable control, including:

• Severe weather;

• Natural disaster;

• War;

• Terrorism;

• Civil disturbance;

• Government action;

• Labor disruption;

• Utility failure;

• Internet interruption;

• Cyberattack;

• Telecommunications failure;

• Carrier interruption;

• Third-party outage;

• Public-health emergency;

• Platform failure; or

• Similar circumstances.

35.6 Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum lawful extent and the remaining provisions will remain effective.

35.7 Waiver

Failure by either party to enforce a provision does not waive that party’s right to enforce the provision later.

35.8 No Third-Party Beneficiaries

These Terms are intended solely for Client and Company.

End Customers and other third parties are not beneficiaries of these Terms and receive no contractual enforcement rights under them.

35.9 Electronic Agreement

Electronic acceptance, electronic signatures, clickwrap acceptance, electronic Orders, electronic payment records, and other electronic records may be used to establish agreement to these Terms.

35.10 Headings

Section headings are provided for convenience and do not limit or alter the meaning of any provision.

35.11 Construction

These Terms will not be construed against either party merely because Company prepared or proposed the initial draft.

35.12 Survival

Provisions concerning:

• Payment obligations;

• Ownership;

• Intellectual property;

• Client compliance;

• Confidentiality;

• Assumption of risk;

• Releases;

• Indemnification;

• Warranty disclaimers;

• Limitations of liability;

• Dispute resolution;

• Governing law; and

• Any provision that by its nature should survive

will survive cancellation, expiration, or termination.

36. CONTACT INFORMATION

New Era Marketing LLC
Doing Business As New Era Growth

Email: [email protected]
Phone: (786) 882-0006
Website: neweragrowth.com

Legal, cancellation, billing, and account notices may be submitted through an applicable Company contact method designated through Company’s website, checkout, Account, Order, or other official Company communication.

37. CLIENT ACKNOWLEDGMENT

BY PURCHASING A SERVICE, CHECKING AN AGREEMENT BOX, SIGNING OR ACCEPTING AN ORDER, PARTICIPATING IN A TRIAL SUBJECT TO THESE TERMS, OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS, CLIENT ACKNOWLEDGES AND AGREES THAT:

• Client agrees to these Terms and the applicable Privacy Policy;

• Client has been provided an opportunity to review these Terms;

• Client is authorized to bind the business identified in the applicable Order;

• The applicable Order governs Client’s current pricing, setup fees, purchased Services, promotional terms, and billing frequency;

• Subscriptions automatically renew until canceled;

• Reputation Services do not guarantee any number, type, sentiment, publication, or retention of reviews;

• Google and other third parties may filter, suppress, remove, restrict, suspend, modify, or otherwise affect reviews and Business Profiles;

• Company does not control Google or other third-party platforms;

• Client accepts the inherent customer-relations and reputation risks associated with review-request campaigns, customer reactivation, automations, and review responses;

• Company makes no guarantee regarding business, marketing, revenue, ranking, reputation, review, customer, or financial outcomes;

• Any estimates, expectations, benchmarks, case studies, examples, industry standards, or industry practices are illustrative and are not guarantees;

• Qualifying standard Reputation Service Clients may receive the fourteen-day free trial and thirty-day money-back guarantee subject to these Terms;

• Publication of twenty-five new Google reviews during the applicable trial and guarantee period eliminates eligibility for the money-back guarantee;

• Qualifying referred Reputation Service Clients receive the applicable fourteen-day free trial and complimentary thirty-day Service period instead of the thirty-day money-back guarantee;

• Client authorizes recurring billing and applicable Usage Charges;

• Client is responsible for timely cooperation and for consequences attributable to Client’s own delays, negligence, inaccurate information, unauthorized changes, or failure to provide required information or access;

• Client accepts the assumption-of-risk, release, indemnification, warranty-disclaimer, and limitation-of-liability provisions contained in these Terms;

• Client agrees to the dispute-resolution provisions contained in Section 33; and

• Client’s continued use, receipt of, access to, or payment for Services following revisions to these Terms constitutes acceptance of the revised Terms to the maximum extent permitted by applicable law.