Terms of Service

Agreement & Acceptance

1.1 Binding Agreement

By accessing, registering, or using Agent Pro (including our website, web application, mobile application, and all related services), you agree to be legally bound by these Terms of Service ("Terms"). If you do not agree to all terms, do not use our Service.

1.2 Eligibility

You represent that you:

• Are at least 18 years of age
• Have the authority to enter this agreement
• Own or operate a legitimate business in the USA or Canada
• Agree to use the Service legally and ethically

1.3 Modifications to Terms

Agent Pro may modify these Terms at any time. We will:

• Provide notice via email to your registered address
• Post updated Terms on our website
• Request your acceptance before material changes take effect
• Provide 30-day notice period for major changes

Continued use after modifications constitutes acceptance.

1.4 Entire Agreement

These Terms, combined with our Privacy Policy and any other posted policies, constitute the entire agreement between you and Agent Pro. Any prior agreements, understandings, or negotiations are superseded.

Service Description & Availability

2.1 Service Overview

Agent Pro provides a SaaS platform that enables local businesses to:

• Generate custom QR codes for review collection
• Automatically post 5-star reviews to Google My Business
• Capture customer phone numbers and contact information
• Send automated SMS campaigns on holidays and custom dates
• Track customer engagement and review metrics
• Access performance analytics and customer dashboards

2.2 Service Availability

• We strive for 99% uptime (24/7 availability)
• Scheduled maintenance may cause brief interruptions (we provide advance notice)
• We are not liable for downtime due to factors beyond our control
• Service interruptions do not entitle you to credits or refunds

2.3 Service Modifications

Agent Pro may:

• Add, remove, or modify features at any time
• Change pricing and plans (with 30-day notice)
• Suspend features for maintenance or security
• Discontinue the Service entirely (with 90-day notice)

We will not be liable for any losses due to service modifications.

2.4 Third-Party Services

Our Service integrates with:

• Google My Business API
• Stripe / PayPal (payment processing)
• Twilio / SMS Provider (SMS delivery)
• Google Analytics (tracking)

We are not responsible for outages, changes, or limitations of third-party services.

Account & Registration

3.1 Account Creation

To use Agent Pro, you must:

• Register with accurate business information
• Provide a valid email and phone number
• Create a secure password (8+ characters, complex)
• Verify your identity (fraud screening may apply)
• Accept these Terms and Privacy Policy

3.2 Account Verification

Agent Pro reserves the right to:

• Verify your business identity and legitimacy
• Request business documentation (business license, tax ID, etc.)
• Conduct fraud prevention screening
• Suspend accounts that fail verification
• Refuse service to businesses in prohibited categories

3.3 Account Security

You are responsible for:

• Keeping your password confidential
• Notifying us immediately of unauthorized access
• All activity under your account
• Liability for all actions taken with your credentials

3.4 Account Termination

You may cancel your account at any time by:

• Logging into your dashboard
• Clicking "Cancel Account"
• Confirming the cancellation request
• Your account will be deactivated immediately

Pricing, Billing & Payment

4.1 Subscription Tiers & Pricing

Agent Pro offers eight subscription tiers (all billed monthly):

Tier	Contact Limit	Monthly Price (USD)	Monthly Price (CAD)
Micro	0-300	$47	$47
Value	0-500	$97	$97
Starter	501-1,200	$147	$147
Growth	1,201-2,000	$247	$247
Pro	2,001-3,000	$347	$347
Elite	3,001-4,500	$447	$447
Scale I	4,501-7,500	$547	$547
Scale II	7,501-10,000	$847	$847

Prices may change with 30-day notice.

4.2 Automatic Tier Upgrades

When your customer contact list exceeds your tier's limit:

• Your account will be frozen at your current tier
• You cannot add new contacts until upgrading
• You will receive email notification
• You must upgrade to the next tier to continue adding contacts
• Upgrade is processed immediately when you accept
• New price applies from the date of upgrade (prorated)

4.3 Billing Cycle

• Billing occurs on the same day each month
• You receive an invoice via email before payment
• Failed payments trigger automatic retry (see Section 4.5)
• Your next billing date appears in your account dashboard

4.4 Payment Methods

• Stripe (credit/debit card)
• PayPal
• ACH transfer (upon request)

We securely process payments via PCI DSS Level 1 compliant processors.

4.5 Failed Payments

If payment fails:

• Day 1: Automatic retry (silently)
• Day 4: Retry + email notification
• Day 8: Final retry + SMS/email warning (account suspension in 2 days)
• Day 10: Account suspended (read-only access)
• Day 31: Account deleted (data retained in backups)

You can restore your account at any time during the 30-day suspension period by updating your payment method.

Refunds - NO REFUNDS POLICY

• Monthly subscription fees are final and non-refundable
• No refunds for partial months of service
• No refunds for unused services or features
• No refunds for feature changes or improvements
• No refunds for service suspensions due to non-payment
• No refunds due to poor results or customer dissatisfaction
• No prorations or credits issued

Free Trial Option

New customers may receive a 7-day free trial (promotional offer):

• Trial includes full feature access
• No credit card required to start trial
• If you like the Service, select a tier to continue
• If you don't, simply do not sign up - no charges

We recommend using our 7-day free trial before committing to a paid plan.

No Chargebacks - Payment Dispute Policy

5.1 Chargeback Prohibition

You agree that:

• You will NOT dispute legitimate Agent Pro charges with your bank/credit card company
• You will NOT file a chargeback for Service fees
• You will NOT claim unauthorized charges if you authorized the subscription
• All chargebacks are prohibited unless fraud is involved

5.2 Consequences of Chargebacks

If you file a chargeback for legitimate charges:

• Your account will be immediately permanently suspended
• You forfeit all account data and access
• We will pursue collection action and legal remedies
• You will be liable for:
  • Chargeback fees ($15-$100 per incident)
  • Collection costs and attorney fees
  • Damages for bad faith dispute
• You will be blacklisted from future service

5.3 Legitimate Payment Disputes

If you have a genuine dispute (e.g., incorrect charge, duplicate charge, fraudulent authorization):

5.4 Dispute Resolution Timeline

• Day 1: You submit dispute request
• Days 2-5: We investigate
• Day 5: We respond with resolution
• If refunded: Credit issued to original payment method

Resolution is faster and prevents account suspension.

5.5 Unauthorized Charges (Fraud Exception)

If your account is compromised or used without authorization:

1. Contact us immediately
2. Provide evidence of fraud
3. We will investigate and reverse charges if fraud is confirmed
4. We will secure your account

This is the ONLY circumstance where a charge may be reversed without account suspension.

Acceptable Use Policy

6.1 Prohibited Uses

You agree NOT to use Agent Pro for:

6.1.1 Illegal Activities

• Any use that violates federal, state, or local laws
• Criminal activity, fraud, or misrepresentation
• Hacking, unauthorized access, or data theft
• Spamming, harassment, or threats

6.1.2 Review Manipulation

• Posting fake or fabricated reviews
• Incentivizing reviews for money/discounts beyond the agreed offer
• Asking customers to post reviews that are dishonest or misleading
• Using bots to generate fake reviews
• Violating Google My Business review policies

6.1.3 Terms Violations

• Violating Google My Business Terms of Service
• Violating TCPA/SMS compliance laws
• Sending SMS to customers without proper opt-in consent
• Violating affiliate program rules

6.1.4 Abuse & Harassment

• Harassment, bullying, or threatening customers
• Discrimination based on protected characteristics
• Abusive or offensive content
• Doxxing or publishing private information

6.2 Monitoring & Enforcement

Agent Pro may:

• Monitor account activity for policy violations
• Suspend accounts without notice if violations are detected
• Terminate service for serious violations
• Report violations to law enforcement if necessary
• Cooperate with law enforcement investigations

6.3 No Right to Contest Suspension

If we suspend your account for policy violations:

• You forfeit access immediately
• You do not have the right to contest the suspension
• We will NOT refund any fees
• Your data will be retained per Privacy Policy (30-day deletion timeline)

Customer Responsibilities

7.1 Compliance with Third-Party Terms

You must comply with:

• Google My Business Terms: https://support.google.com/business/answer/3038063
• TCPA (SMS Compliance): No calls/texts without prior consent
• GDPR/CCPA: If customers are from EU/California
• Local laws: All applicable business and consumer laws

7.2 Consent & Opt-In Requirements

You must:

• Obtain explicit written consent before sending SMS
• Collect opt-in at point of sale (consent confirmation required)
• Maintain records of customer consent for 7 years
• Honor customer opt-out requests immediately
• Include "Reply STOP to unsubscribe" in all SMS

7.3 Review Authenticity

You must:

• Only post reviews from legitimate customers
• Not incentivize reviews beyond reasonable discounts
• Not create fake reviews or use bots
• Comply with Google My Business review policies
• Not modify review content after posting

7.4 Data Accuracy

You agree:

• Your business information is accurate and truthful
• Your contact information is current
• You own or operate the business you registered
• You have authority to agree to these Terms

Liability Disclaimers & Limitations

8.1 NO WARRANTY

8.2 NO LIABILITY FOR CONTENT

Agent Pro is NOT liable for:

• Customer reviews or ratings (you are responsible for review content)
• Google's handling of reviews (removal, suspension, changes)
• Google My Business policy violations
• Google's algorithm changes or account suspensions

8.3 NO LIABILITY FOR THIRD-PARTY SERVICES

Agent Pro is NOT liable for:

• Google My Business API changes or outages
• Stripe/PayPal payment processing issues
• Twilio/SMS provider failures
• Internet/connectivity issues
• Any third-party service failures

8.4 NO LIABILITY FOR BUSINESS RESULTS

Agent Pro is NOT liable for:

• Number of customers who scan your QR code
• Number of reviews generated
• Quality or authenticity of reviews
• Customer acquisition or repeat business results
• Business profitability or ROI

8.5 NO LIABILITY FOR LEGAL ISSUES

Agent Pro is NOT liable for:

• Legal claims arising from reviews posted through our Service
• Claims that reviews caused defamation, harassment, or injury
• Claims related to false advertising or misrepresentation
• Claims from customers or third parties
• Your violation of laws or regulations

You assume all liability for content and claims.

8.6 Limitation of Liability

You agree that Agent Pro is NOT liable for:

• Lost revenue or profits
• Lost business or customer data
• Indirect, incidental, or consequential damages
• Punitive damages
• Any damages exceeding what you paid to us

8.7 Indemnification

You agree to indemnify, defend, and hold harmless Agent Pro from:

• Any claims, damages, or losses arising from your use of the Service
• Any reviews or content posted through your account
• Your violation of these Terms or applicable laws
• Your violation of Google My Business or SMS laws
• Any claims from customers or third parties
• Attorney fees and legal costs

Intellectual Property

9.1 Our Intellectual Property

• All Service content, features, and functionality are owned by Agent Pro
• You may not copy, modify, or reverse-engineer the Service
• Trademark, copyright, and patent rights are reserved
• You have a limited license to use the Service as permitted by these Terms

9.2 Your Data & Content

• You retain ownership of your business information and customer data
• You grant Agent Pro a non-exclusive license to use your data to operate the Service
• We may use anonymized/aggregated data for analytics and improvements

9.3 Customer Reviews

• Reviews posted to Google My Business are owned by your customers
• You are responsible for review authenticity and compliance
• Agent Pro merely facilitates review posting to Google's platform
• Google My Business Terms of Service apply to all reviews

9.4 Restrictions

You may NOT:

• Reverse engineer or decompile the Service
• Copy, modify, or create derivative works
• Remove or alter copyright notices
• Use the Service for competitive analysis
• Scrape data or use automated tools

Account Suspension & Termination

10.1 Reasons for Suspension

Agent Pro may suspend your account for:

10.1.1 Non-Payment

• Failed payment for 30+ days after initial failure
• Multiple (3+) failed payment attempts
• Suspended accounts remain suspended until payment is made

10.1.2 Policy Violations

• Prohibited use (fraud, fake reviews, spam)
• Terms of Service violations
• Google My Business policy violations
• SMS/TCPA violations
• Harassment or abusive behavior

10.1.3 Fraud or Verification Failure

• Failure to pass identity/fraud verification
• Suspected fraudulent activity
• Disputed charges or chargeback filing
• False business information

10.2 Suspension Process

For Non-Payment:

1. Day 10: Account suspended (read-only access)
2. Day 31: Account deleted (data retained 90 days)
3. You may restore by updating payment method

For Policy Violations:

• Immediate suspension (no notice)
• No restoration possible
• Data deleted per Privacy Policy

10.3 Termination

Agent Pro may terminate service:

• For any reason
• With 90-day written notice
• Due to legal/regulatory changes
• If you violate these Terms

You have no recourse to challenge termination.

Affiliate Program Terms

11.1 Affiliate Program Overview

Agent Pro offers a commission-based affiliate program for:

• Door-to-door sales representatives
• Agency partners
• Existing customers referring others
• Third-party marketers

11.2 Commission Structure

11.2.1 First-Time Commission

• 20% of first month billing
• Example: Customer signs up for Starter ($147) → Affiliate earns $29.40

11.2.2 Recurring Commission

• 5% of monthly billing (months 2-12)
• Applied for 12 months after initial signup
• Example: Customer pays $147/month → Affiliate earns $7.35/month

11.3 Affiliate Signup

1. Visit: https://agent-pro.agency/affiliates
2. Submit name, email, phone, and type
3. Receive affiliate approval (within 24 hours)
4. Get unique affiliate link and promo code

11.4 Affiliate Tracking

• 30-day cookie tracking on affiliate links
• Promo code window: 30 days from code share
• Last-click attribution if multiple affiliates
• No commission if customer signs up beyond 30-day window

11.5 Commission Payouts

11.5.1 Payout Schedule

• Commissions paid monthly on the 1st
• First payout: 1st of month following 30-day waiting period
• Example: Customer signs up May 15 → First payout June 1

11.5.2 Minimum Payout Threshold

• Minimum commission to trigger payout: $50
• If commission is less than $50, it rolls over to next month
• Once threshold is met, full amount is paid

11.5.3 Payout Methods

• Stripe (preferred)
• PayPal
• ACH transfer (for larger payouts)

11.6 Affiliate Responsibilities

11.6.1 Honest Marketing

You must:

• Truthfully represent Agent Pro
• Not make false or exaggerated claims
• Disclose affiliate relationship
• Not use misleading advertising
• Comply with FTC affiliate disclosure rules

11.6.2 Prohibited Practices

You must NOT:

• Create fake leads or customers
• Refer fictitious businesses
• Use automated systems to generate referrals
• Use misleading domain names
• Mislead customers about services

11.7 Fraud Prevention

If you engage in fraud:

• All commissions are forfeited
• Account is permanently suspended
• You will be blacklisted from future affiliate program
• We may pursue legal action

General Provisions

12.1 Governing Law

These Terms are governed by the laws of:

• Ontario, Canada (for all customers)
• Applies regardless of your location
• You consent to exclusive jurisdiction in Ontario courts

12.2 Dispute Resolution

Before legal action:

1. Contact us: https://agent-pro.agency/contact
2. Describe the dispute in detail
3. We have 30 days to respond
4. If unresolved, you may pursue legal action

12.3 Arbitration Clause

By agreeing to these Terms, you agree that:

• Disputes will be resolved by binding arbitration
• Arbitration is in Ontario, Canada
• You waive your right to trial by jury
• You waive your right to class action lawsuits

12.4 Severability

If any provision is found unenforceable:

• The provision will be modified to the minimum extent needed
• All other provisions remain in full effect
• These Terms remain binding

Acknowledgment

By using Agent Pro, you acknowledge that:

• ✓ You have read and understand these Terms
• ✓ You agree to be legally bound
• ✓ You understand the NO REFUNDS policy
• ✓ You understand the NO CHARGEBACK policy
• ✓ You understand automatic tier upgrades
• ✓ You understand liability limitations
• ✓ You agree to comply with all applicable laws
• ✓ You accept full responsibility for your account