Welcome to ReviewXchange ("Company," "we," "us," or "our"). These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and ReviewXchange governing your access to and use of the ReviewXchange website, platform, and all related services (collectively, the "Service").

BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. If you do not agree to these Terms, you must immediately cease using the Service and delete your account.

If you are using the Service on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.

To use the Service, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater.
• Be a legitimate, actively operating business owner or an authorized representative of such a business.
• Provide accurate, complete, and current information during registration and keep it up to date at all times.
• Not have been previously suspended or terminated from the Service.
• Not be located in a country subject to a Canadian, U.S., or applicable government embargo or trade sanction.

You are responsible for maintaining the confidentiality of your account credentials. You agree to immediately notify us of any unauthorized use of your account. ReviewXchange will not be liable for any loss or damage arising from your failure to protect your account credentials. You are solely responsible for all activities that occur under your account, whether or not you authorized them.

We reserve the right to refuse registration, suspend, or terminate any account in our sole and absolute discretion, for any reason, including suspected violation of these Terms or applicable law.

REVIEWXCHANGE IS STRICTLY A BUSINESS MATCHMAKING AND NETWORKING PLATFORM. Our Service connects business owners for the purpose of facilitating the exchange of authentic, first-hand reviews. We do not write, post, verify, moderate, or control the content of any reviews posted by users on third-party platforms.

We expressly disclaim all responsibility for:

• The content, accuracy, legality, or authenticity of any reviews written or posted by users on third-party platforms such as Google, Yelp, Trustpilot, Facebook, or any other platform.
• Any action taken by third-party platforms (including, but not limited to, removal of reviews, account suspension, or penalization of search rankings) as a result of a user's activities.
• Any business outcomes, including changes to search rankings, revenue, customer acquisition, or reputation, arising from the use of our Service.
• The conduct, actions, or representations of any user on or off the platform.

You acknowledge and agree that ReviewXchange makes no guarantee, representation, or warranty, express or implied, that using our Service will result in improved search engine rankings, increased reviews, enhanced business reputation, or any other specific outcome. You use the Service entirely at your own risk.

By participating in any review exchange on the platform, you agree to all of the following:

• Genuine Evaluation: You agree to genuinely evaluate your exchange partner's business, product, or service before writing any review. You must have a legitimate basis for the review you write.
• Honesty: All reviews must be honest, accurate, and reflective of your actual experience. You must not write, publish, or solicit a review that you know to be false, misleading, or deceptive.
• Third-Party Compliance (Your Sole Responsibility): You are solely and exclusively responsible for ensuring that any review you write and post complies with the Terms of Service, Community Guidelines, and all policies of the third-party platform on which it is posted. ReviewXchange is not a party to your relationship with those third-party platforms and has no obligation or ability to advise you on their policies, which may change at any time without notice to us.
• Legal Compliance: You agree not to post any review that violates applicable consumer protection laws, advertising standards, or regulations in your jurisdiction, including the Federal Trade Commission (FTC) guidelines in the United States or equivalent bodies in other jurisdictions.
• No Guarantees: You acknowledge that the act of exchanging reviews may be against the terms of service of certain third-party platforms and that such platforms may remove any review, suspend your account, or take other adverse action against you. ReviewXchange is not liable for any such actions.

You agree not to engage in, facilitate, or encourage any of the following prohibited activities. Violation of this section may result in immediate account termination and potential legal action:

• Creating fake accounts, impersonating any person or entity, or misrepresenting your identity or your business.
• Writing, posting, submitting, or facilitating reviews that you know to be false, fabricated, or that you have no genuine basis for.
• Posting reviews for businesses you have never visited, used, or had any genuine interaction with.
• Using the Service to engage in any form of fraud, deception, or misleading business practices.
• Harassing, abusing, threatening, defaming, discriminating against, or otherwise harming any other user.
• Violating any applicable local, provincial, federal, national, or international law, regulation, or ordinance.
• Attempting to circumvent, disable, or interfere with any security feature, access control, or usage limit of the Service.
• Using automated scripts, bots, scrapers, or other automated means to access or interact with the Service.
• Reverse engineering, decompiling, or attempting to extract the source code of the Service.
• Using the Service to transmit any spam, malware, viruses, or other malicious code.
• Reselling, sublicensing, or commercially exploiting any portion of the Service without our express written permission.
• Collecting or harvesting any personally identifiable information of other users from the Service.
• Using the Service to organize, participate in, or facilitate a "review ring" or any other scheme designed to artificially inflate the ratings or reputation of any business.

Certain features of the Service, including but not limited to sending exchange requests, require the purchase and expenditure of platform credits ("Credits"). Subscription plans may also be available.

• Payment Processing: All payments for Credits and subscriptions are processed by our third-party payment processor, Stripe, Inc. By making any purchase, you agree to be bound by Stripe's Terms of Service and Privacy Policy. ReviewXchange does not store your full payment card details.
• All Sales Final: All purchases of Credits and subscription fees are final and non-refundable except as expressly required by applicable mandatory consumer protection law. Credits have no cash value and cannot be exchanged for currency.
• Subscription Auto-Renewal: If you purchase a subscription plan, it will automatically renew at the end of each billing period unless you cancel it before the renewal date. You authorize us to charge your payment method on file for each renewal.
• Cancellation: You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of the current billing period, and you will retain access to paid features until that date. No pro-rated refunds will be issued for early cancellation.
• Price Changes: We reserve the right to change our pricing at any time. For subscriptions, we will provide reasonable advance notice of any price change. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the new price.
• Taxes: You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service.

The Service, including its design, text, graphics, logos, icons, software code, and all other content created by ReviewXchange ("Our Content"), is the exclusive property of ReviewXchange and is protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for its intended purpose.

You may not:

• Copy, reproduce, distribute, or create derivative works of Our Content without our express written permission.
• Remove or alter any copyright, trademark, or other proprietary notices on the Service.
• Use our name, logos, or trademarks without our prior written consent.

By submitting any content to our platform (including business profiles and messages), you grant ReviewXchange a worldwide, royalty-free, non-exclusive license to use, reproduce, and display such content solely for the purpose of operating and providing the Service.

We reserve the right, in our sole and absolute discretion, to suspend, restrict, or permanently terminate your account and your access to the Service at any time, with or without prior notice, and without any liability to you, for any reason, including but not limited to:

• A breach or suspected breach of any provision of these Terms.
• Engaging in or being suspected of engaging in any prohibited conduct described herein.
• Receipt of complaints from other users regarding your conduct.
• Our determination that your continued use of the Service poses a legal, reputational, or operational risk to ReviewXchange or our users.
• Any applicable legal requirement or court order.

Upon termination, your right to use the Service ceases immediately. Any Credits remaining in your account at the time of termination for cause will be forfeited without any right to compensation. Termination does not relieve you of any obligations or liability that arose prior to termination.

You may terminate your account at any time by contacting us. Upon voluntary termination, your remaining Credits will be handled as described in our Refund Policy.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

ReviewXchange expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Any warranty that the Service will be uninterrupted, timely, secure, or error-free.
• Any warranty regarding the accuracy, reliability, or completeness of any information on the Service.
• Any warranty that the Service will meet your requirements or achieve any specific result, including any improvement in business performance, search rankings, or reputation.
• Any warranty regarding the conduct or actions of other users.

Your use of the Service and any content or information obtained through the Service is at your own risk and discretion.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REVIEWXCHANGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, punitive, or exemplary damages.
• Loss of profits, revenue, business, data, goodwill, or anticipated savings.
• Damages resulting from the removal of your reviews by any third-party platform, suspension of your accounts on third-party platforms, or any penalty imposed by a third-party platform.
• Damages arising from the conduct of any other user on or off the platform.
• Damages arising from any unauthorized access to or use of our servers or your personal information stored therein.
• Damages arising from any interruption, suspension, or termination of the Service.

IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN ALL OTHER CASES, THE TOTAL AGGREGATE LIABILITY OF REVIEWXCHANGE TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO REVIEWXCHANGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to defend, indemnify, and hold harmless ReviewXchange, its officers, directors, employees, shareholders, affiliates, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or in connection with:

• Your access to or use of the Service.
• Your breach of any provision of these Terms.
• Any review you write or post on any third-party platform as a result of or in connection with your use of the Service.
• Your violation of any third-party right, including any intellectual property right, privacy right, or right of any third-party platform.
• Your violation of any applicable law, regulation, or ordinance.
• Any claim by a third party (including any third-party review platform) arising from your conduct.
• Any misrepresentation made by you, including misrepresentation of your identity or your business.

This indemnification obligation will survive the termination of your account and your use of the Service. We reserve the right to assume exclusive control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses.

The Service may contain links to, or integrate with, third-party websites, platforms, and services ("Third-Party Services"), including but not limited to Google Business Profile, Yelp, Trustpilot, Facebook, and Stripe. ReviewXchange has no control over, and assumes no responsibility for, the content, policies, terms, availability, or practices of any Third-Party Services.

You acknowledge and agree that:

• ReviewXchange is not affiliated with, endorsed by, or a partner of Google, Yelp, Trustpilot, Facebook, or any other third-party review platform.
• Your use of any Third-Party Service is governed solely by that service's own terms and policies, and you are solely responsible for compliance therewith.
• ReviewXchange will not be liable for any damages or losses caused by or arising from your use of, or reliance on, any Third-Party Service.
• Third-party platforms may change their terms, policies, or algorithms at any time, which may affect the visibility or longevity of any reviews you post. ReviewXchange bears no responsibility for such changes.

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

Dispute Resolution: Before initiating any formal legal proceedings, you agree to first contact ReviewXchange via our Contact Form to attempt to resolve the dispute informally. We will make good-faith efforts to resolve any dispute within thirty (30) days.

Binding Arbitration: If a dispute cannot be resolved informally, you and ReviewXchange agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service, shall be settled by binding arbitration administered by a mutually agreed-upon arbitration body in Ontario, Canada. The arbitration shall be conducted in English.

Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Any arbitration or legal proceeding shall be conducted on an individual basis only.

You irrevocably consent to the exclusive jurisdiction of the courts located in Ontario, Canada for any matter not subject to arbitration.

We reserve the right to modify, update, or replace these Terms at any time, at our sole discretion. If we make material changes, we will provide notice by updating the "Last Updated" date at the top of this page and, where appropriate, by sending an email notification to the address associated with your account or by displaying a prominent notice on the Service.

Your continued access to or use of the Service after any changes become effective constitutes your binding acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Service and close your account immediately.

• Entire Agreement: These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and ReviewXchange regarding the Service and supersede all prior agreements.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights without restriction.
• Force Majeure: ReviewXchange shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, government actions, cyberattacks, or third-party service failures.
• No Agency: Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between you and ReviewXchange.
• Language: The controlling version of these Terms is the English language version. Any translations are provided for convenience only.

If you have any questions, concerns, or requests regarding these Terms, please contact us via our Contact Form. Legal notices must be submitted in writing and will be deemed received only upon our confirmation.