Respona
Terms of use

Last updated: 12/09/2025

  1. Introduction

     

    1.1 Who we are.
     These Terms of Service (the “Terms”) govern your access to and use of:

    • (a) the Respona outreach and campaign management platform and related software, tools, integrations, and websites (collectively, the “Platform”), and
    • (b) our done-for-you link building and outreach product, consisting of link packages you order and we fulfill using a combination of software, AI, and human work (the “DFY Product” and together with the Platform, the “Services”).

    The Services are provided by Respona, LLC, a Delaware limited liability company with its principal place of business at 9211 Corporate Blvd, Suite 308, Rockville, MD 20850 (“Company”, “Respona”, “we”, “us”, or “our”). For clarification, the Services include any updates, enhancements, new features, beta or experimental features, and any additional offerings made available by Respona from time to time, unless expressly stated otherwise. You acknowledge that Respona is not a publisher, host, or owner of third-party websites on which links may appear, and the Services do not include ownership or control of such third-party properties.

    1.2 Who you are.
     “You” or “User” means any individual or entity that accesses or uses the Services. If you are using the Services on behalf of an entity, “you” includes that entity, and you represent and warrant that you are authorized to bind that entity to these Terms. You further represent and warrant that you have the full right, power, and authority to enter into these Terms and to use the Services in compliance with all applicable laws, including email, privacy, and marketing laws.

    1.3 Agreement to the Terms.
     By accessing or using any part of the Services, or by clicking “I agree” (or similar), you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

    Use of the Services is expressly conditioned upon your acceptance of these Terms and our Privacy Policy referenced in Section 5.

  2. Changes to These Terms

     

    We may modify these Terms at any time. If we make material changes, we will provide reasonable notice, such as by email and/or by posting a notice on our website or within the Services. The “Last Updated” date above indicates when these Terms were last revised.

    By continuing to access or use the Services after changes become effective, you agree to the revised Terms. If you do not agree, you must stop using the Services.

    Any additional policies, guidelines, order forms, or statements of work (“SOWs”) applicable to the Services are incorporated into these Terms. If there is a direct conflict between these Terms and an order form or SOW, the order form or SOW will govern for that specific order.

  3. Translation

     

    We may provide translations of these Terms for your convenience. The English version governs your use of the Services, and any inconsistency between translations will be resolved in favor of the English version.

  4. Service Availability

     

    The Services, or any part of them, may be modified, updated, interrupted, suspended, or discontinued at any time, with or without notice. We will not be liable for any such modification, suspension, or discontinuation. You acknowledge and agree that the Services may be subject to limitations, delays, failures, or other issues inherent in the use of the internet, third-party APIs (including email providers), hosting providers, search engines, publishers, and other external systems outside of our control.

    We do not guarantee that the Platform or DFY Product will be available at any particular time or free from errors or interruptions, and no minimum uptime, service levels, or delivery timelines are promised unless expressly set forth in a separate written agreement signed by Respona.

    You further acknowledge that temporary or permanent unavailability of third-party websites, publishers, email providers, Google APIs, or other integrated services may affect your use of the Services, and Respona will have no responsibility or liability for any such unavailability, data delays, link removals, or performance impacts associated with third-party dependencies.

    Respona is not responsible for any loss of data, business interruption, or other damages arising from service downtime, scheduled or unscheduled maintenance, or reliance on third-party systems.

  5. Privacy Policy

     

    Use of the Services is subject to our separate Privacy Policy, which is incorporated into these Terms. Our Privacy Policy is available at:
     https://respona.com/privacy-policy/

    By using the Services, you agree that we may collect, use, and share your information as described in the Privacy Policy.

  6. Eligibility and Age

     

    The Services are intended for users at least eighteen (18) years of age. Use of the Services by anyone under 18 is prohibited and is a violation of these Terms. By accessing or using the Services, you represent and warrant that you are (a) at least eighteen (18) years old, (b) legally competent to enter into binding contracts, and (c) not prohibited from using the Services under the laws of the United States or any other applicable jurisdiction.

    You further represent that you are not located in, ordinarily resident in, or accessing the Services from any country or territory subject to comprehensive U.S. sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, or Luhansk regions of Ukraine), and you are not a person or entity listed on any U.S. government restricted party list.

    If you are using the Services on behalf of a company, organization, or other entity, you represent that such entity is duly formed, legally existing, and not barred from receiving services under applicable export control, marketing, privacy, or sanctions laws.

    We reserve the right to refuse, suspend, or terminate access to the Services at our discretion if we determine that you or your organization do not meet the eligibility requirements described in this Section.

  7. Intellectual Property

     

    7.1 Company Materials.
     All rights, title, and interest in and to the Services, including the Platform, software, documentation, designs, graphics, text, reports, and all other content and materials provided by or on behalf of Respona (collectively, the “Company Materials”), are and will remain the exclusive property of Respona and its licensors. The Company Materials are protected by United States and international copyright, trademark, and other intellectual property laws. No rights or licenses are granted to you except as expressly stated in these Terms, and all rights not expressly granted are reserved. You acknowledge that certain components of the Services may incorporate artificial intelligence, machine learning models, or automated systems, and any content generated or produced by such systems as part of the Services is deemed Company Materials unless expressly stated otherwise.

    7.2 License to use the Platform and Company Materials.
     Subject to your compliance with these Terms and any applicable order form or SOW, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and Company Materials solely:

    • (a) for your internal business purposes, and
    • (b) in connection with ordering and using the DFY Product.

    Except as expressly permitted in these Terms, you may not copy, reproduce, distribute, publicly display, create derivative works of, or otherwise exploit any Company Materials without our prior written consent. You further agree not to modify, translate, adapt, decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Services, except to the limited extent expressly permitted by applicable law. No license is granted to you in or to any trademarks, trade names, or logos of Respona, and any use of such marks requires our prior written consent.

    7.3 Third party data providers.
     Certain data (for example, backlinks, domain metrics, and search results) may be provided by third parties. All rights to such third party materials and trademarks belong to their respective owners. We do not control and are not responsible for the accuracy, completeness, or continued availability of such third party data. You acknowledge that such data may be subject to change, removal, or delays outside our control, and you use all third-party data at your own risk. Respona makes no representations or warranties regarding the reliability, timeliness, or suitability of any such data.

    7.4 Feedback.
     If you send us any suggestions, ideas, or other feedback (“Feedback”), you agree that we may use such Feedback for any purpose without restriction or compensation to you.

    7.5 Customer Content and License to Respona.

    You are solely responsible for all data, text, images, documents, outreach messages, anchor text, URLs, brand assets, and any other materials or information you upload to or submit through the Services (“Customer Content”). You represent and warrant that you own all rights in the Customer Content or have obtained all necessary permissions to provide the Customer Content to us for use in connection with the Services. By submitting Customer Content, you grant Respona a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, adapt, publish, display, distribute, and otherwise use the Customer Content solely as necessary to operate, maintain, deliver, and improve the Services and to fulfill the DFY Product. You further acknowledge and agree that Respona may use data generated through your use of the DIY Platform, including campaign metadata, response classifications, outreach engagement data, performance metrics, and other operational insights, in de-identified and aggregated form, to improve, enhance, and develop the DFY Product, the Platform, and other components of the Services. Such use will never involve disclosure of your identifiable Customer Content to other customers. You acknowledge and agree that certain Customer Content (including outreach emails and campaign data) may be temporarily stored, processed, or transmitted through third-party service providers in order to provide the Services. Respona does not claim ownership of Customer Content, but reserves the right to remove any Customer Content that violates these Terms, infringes third-party rights, or that we reasonably determine to be harmful, unlawful, or inappropriate.

  8. Accounts and Use of the Platform

     

    8.1 Account registration.
     To access certain features of the Platform or to place orders, you may be required to create an account. You agree to:

    • (a) provide true, accurate, current, and complete information,
    • (b) maintain and promptly update that information, and
    • (c) keep your login credentials confidential.

    We may suspend or terminate your account if we suspect that any information is inaccurate, incomplete, or used in violation of these Terms.

    8.2 Account responsibility.
     You are solely responsible for all activities that occur under your account, whether or not authorized by you. You must immediately notify us of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to maintain the confidentiality of your login credentials or protect your devices and access methods. You acknowledge that Respona may, but is not obligated to, monitor account activity for security and compliance purposes.

    8.3 Permitted use.
     Accounts are intended for a single individual or entity as specified in your plan. You may not share login credentials or allow others to access the Platform using your account, except as permitted by your plan.

    8.4 DIY outreach and legal compliance.
     The Platform is a tool. You are solely responsible for the content, recipients, and configuration of your outreach campaigns, including compliance with all applicable anti spam, privacy, and data protection laws (such as CAN-SPAM, GDPR, and other e privacy laws where applicable). We do not provide legal advice and do not guarantee that your use of the Platform will comply with any particular law or regulation.

    You are solely responsible for ensuring that any integrations you enable (including Gmail, Outlook, and other third-party email or API connections) are used in accordance with the provider’s terms, and you acknowledge that outages, rate limits, or policy changes by third-party email services may impact the functionality of your account. You are responsible for maintaining backup copies of any data or content you upload to or generate through the Platform. Respona does not guarantee the storage, retention, or continued availability of such data unless expressly required by law.

    8.5 API Use and Integrations 

    If you access the Platform through any API or enable any integration (including Gmail, Outlook, and other email or CRM tools), you agree to comply with all applicable third-party terms, rate limits, and policies. Respona does not control and is not responsible for the availability, performance, or continued operation of any third-party integration. You acknowledge that outages, policy changes, or limitations imposed by third-party providers may impact your use of the Services, and Respona will have no liability for such impacts.

    8.6 Rate Limits and Fair Use 

    We may impose technical or usage limits on your account, including limits on emails, campaigns, API calls, bandwidth, or storage, whether or not such limits are listed in your plan. You agree not to circumvent or attempt to circumvent any such limits. Excessive usage or activity that interferes with the stability, security, or performance of the Platform may result in throttling, suspension, or termination of your account.

    8.7 Prohibited Automated Access 

    Except as expressly permitted by Respona in writing, you may not use bots, crawlers, scripts, scrapers, automation tools, or other non-human methods to access, query, or interact with the Platform. Unauthorized automated access may result in immediate suspension of your account.

  9. Done For You Link Building Product

     

    This Section 9 applies specifically to the DFY Product.

    9.1 DFY Product overview.
     Under the DFY Product, you:

    • (a) submit one or more target URLs,
    • (b) provide preferred or example anchor text (which we will treat as a guideline only and cannot guarantee in every case),
    • (c) choose desired link quality tiers, and
    • (d) may choose optional add ons (such as express delivery, domain specifications, or content guidelines) as described on the Site or in your order.

    We then use a combination of software, AI, and human work to attempt to secure the number and type of backlinks you ordered, subject to these Terms. For each link counted toward fulfillment, we will confirm that the link meets the link-type or placement criteria applicable to your order at the time of delivery.

    9.2 Orders, order forms, and SOWs.

    • (a) Placing orders.

    You may place DFY Product orders through the Platform, via an online checkout, order form, or SOW. Each order will specify at least: (i) link quantity, (ii) link tier or tiers, (iii) target URLs, and (iv) pricing (per link, per package, or retainer).

    • (b) Incorporation into these Terms.

    Each order form or SOW is governed by these Terms. If there is a direct conflict between these Terms and an order form or SOW, the order form or SOW controls for that specific order.

    • (c) Changes to orders.

    Once an order has been placed, requests to change target URLs, anchor text, link tiers, or other key parameters are subject to our approval. Approved changes may incur additional fees and/or delays. We may decline change requests in our reasonable discretion.

    9.3 Turnaround time and estimates.

    We generally aim for an average turnaround of approximately 30 days from payment for DFY orders, following any applicable initial ramp up period. All timelines, delivery dates, and turnaround projections are estimates only and are provided for planning purposes. We do not guarantee delivery by any particular date and will not be liable for delays, provided we exercise commercially reasonable efforts.

    9.4 Restricted niches and industry limitations.

    We do not build links for websites that primarily promote gambling, cannabis, adult content, or prescription drugs.

    We may, in our sole discretion, refuse or cancel DFY orders for other industries or content we consider unlawful, abusive, harmful, misleading, or otherwise inappropriate.

    If we cancel an order before work begins due to these restrictions, we will generally issue an account credit for the amounts paid for that order. If work has already begun, we may provide a partial credit at our discretion. We do not provide cash refunds.

    9.5 Publisher and placement flexibility.

    To deliver the DFY Product effectively, we must retain reasonable discretion regarding:

    • (a) publisher selection,
    • (b) outreach strategy and messaging,
    • (c) content format and editorial context, and
    • (d) exact link placement on a page.

    We will use reasonable efforts to follow your requested anchor text, link tiers, and target URLs, but we cannot guarantee:

    (i) exact match anchor text in every instance,
     (ii) placement on any specific site, publisher, or page, or
     (iii) any particular traffic, ranking, or performance outcome.

    A link will count toward fulfillment if, at the time we deliver reporting to you, it meets the link-type or placement criteria associated with your order. Publishers may later change link attributes or page structure, which is outside our control. If such changes occur after delivery, the replacement rules in Section 9.7 apply.

    We may adjust anchor text, content, or other order details as reasonably necessary to comply with publisher requirements, editorial standards, or applicable laws, or to ensure a successful placement. If we change anchor text or place the link on a different but reasonably similar URL within your domain for editorial reasons, the link will still count as delivered for purposes of your order.

    9.6 Custom requests and add ons.

    Requests beyond standard link tier, target URL, and anchor text (for example, publisher specifications, bespoke content guidelines, or technical requirements) are treated as custom requests and are subject to additional per link markup as described on the Site or in your order form.

    Custom requests and add ons are not guaranteed. We will use commercially reasonable efforts to accommodate them, but failure to meet non standard specifications (for example, a specific named publisher) does not entitle you to a refund. If we cannot reasonably fulfill a custom request, our sole obligation will be to either:

    • (a) fulfill the order without the custom element, or
    • (b) issue an account credit for any undelivered custom component, in our discretion.

    9.7 Link lifetime, replacement, and performance.

    If a link we placed is removed within twelve (12) months of the date of placement, we will, at no additional cost, replace that link to the same target domain and, where reasonably possible, with similar quality, provided that you notify us and the removal is verified.

    This replacement obligation does not apply to links removed after twelve (12) months, or to links removed or changed due to:

    • (a) your actions or requests,
    • (b) your violation of these Terms or publisher policies,
    • (c) changes made by the publisher to anchor text, link attributes, or page layout as part of their normal editorial process, or
    • (d) factors otherwise outside our reasonable control, including the publisher shutting down, selling, or significantly restructuring their site.

    We may place multiple customers’ links in the same article or page. You acknowledge and agree that this is acceptable and does not reduce the value of your link or entitle you to any refund or credit.

    The DFY Product and all link placements are provided “as is” and without any guarantee as to search engine rankings, organic traffic, revenue, or any particular SEO performance.

  10. Deliverables, Content Ownership, and Resale

     

    10.1 Definition of Deliverable.

    For the DFY Product, the “Deliverable” for each unit you purchase is:

    • (a) the backlink placement itself, meaning one or more hyperlinks from a third party web property pointing to your designated target URL, and
    • (b) the associated reporting of such placement, for example, URL, anchor text used, and basic metrics at the time of reporting.

    Unless expressly agreed in writing in an order form or SOW, the Deliverable is not the full article, page, or website on which the link appears. You acknowledge that link placements are subject to publisher control and may be modified, moved, or removed over time, and that Respona does not guarantee the continued existence, indexing, ranking, or visibility of any placement after delivery of the Deliverable.

    10.2 Ownership of third party content.

    You acknowledge and agree that:

    • (a) The underlying article, page, website, and all related content in which your link appears are owned by the relevant publisher, Respona, or other third parties.
    • (b) You do not acquire any ownership, copyright, or license rights in such third party content other than the ordinary ability to view and link to publicly available pages.
    • (c) You may not copy, reproduce, republish, or otherwise reuse such third party content beyond fair use or rights granted directly by the publisher, without permission from the rights holder.

    Where we create content hosted on third party websites, we may include links to more than one customer in the same piece of content, and multiple customers may receive Deliverables from the same article or page. Publishers retain full editorial control over the content, formatting, placement, and longevity of the page, and may update, rewrite, or remove such content at any time in their sole discretion. Respona does not guarantee any specific placement, traffic, SEO ranking impact, or publisher acceptance.

    10.3 Custom content for your own properties.

    If we separately agree in writing to create content for you to host on your own properties, for example, articles you publish on your own site, the ownership of that content will be as stated in the applicable order form or SOW. If no such agreement exists, we retain all ownership rights in any such content and grant you only a limited license to use it as necessary to receive the Services. If the content includes AI-assisted components, you acknowledge that such content may require human review and editing, and you are solely responsible for verifying accuracy, compliance, and suitability before publication.

    10.4 Customer Content.

    You are responsible for any content, brand assets, or other materials you provide (“Customer Content”). You represent and warrant that Customer Content does not infringe or violate any third party rights and that you have all rights and permissions necessary for our use in connection with the Services. You grant us a non exclusive, worldwide, royalty free license to use, reproduce, modify, and display Customer Content solely for the purpose of providing the Services.

    10.5 Resale and agency use.

    Agencies and other resellers may resell the DFY Product and resulting Deliverables to their own clients, provided that:

    • (a) you remain solely responsible for your relationship and contracts with your own clients,
    • (b) you do not misrepresent Respona or our role, and
    • (c) you do not use our name, logo, or trademarks in marketing without our prior written consent.

    Respona is not a party to any agreement between you and your clients and has no responsibility or liability for your pricing, promises, or representations to them.

    10.6 Brand and case study usage.

    Unless you notify us in writing that you do not wish to be identified, you grant us the right to use your name and logo as a customer reference, for example, on our website or in presentations, provided we do not disclose your confidential information.

    10.7 Link Removals, Publisher Changes, and No Performance Guarantee 

    Because publishers may update or remove content at any time, Respona does not guarantee the continued existence, ranking, or SEO performance of any Deliverable after delivery. Search engine updates, indexing changes, publisher modifications, content rewrites, or site shutdowns do not entitle you to refunds, replacements, or credits.

    10.8 No Use for Prohibited Industries or Manipulative Practices 

    You may not use the Services or Deliverables in connection with deceptive practices, spam networks, link schemes prohibited by search engine guidelines, or industries that are illegal or restricted in your jurisdiction. Respona may reject or cancel orders involving prohibited content, industries, or link destinations.

    10.9 Takedown Requests and Legal Notices 

    If a publisher, regulator, or third party requests removal or modification of a link or content associated with a Deliverable due to alleged infringement, defamation, policy violation, or other concerns, you authorize Respona to comply with such requests. You are responsible for any claims arising from your Customer Content or target URLs.

  11. Merchant of Record

     

    11.1 Payment Processor as Merchant of Record.
    All fees for the Services are collected and processed by Respona or by a third-party payment processor acting as our authorized payment agent (the “Merchant of Record”). By submitting payment information, you authorize the applicable Merchant of Record to charge all amounts owed in connection with your use of the Services, including recurring subscription fees, taxes, and any other charges described in these Terms or in your order form.

    11.2 Third-Party Payment Processing.
    Payments may be processed through Stripe, Paddle, or another designated payment provider. Your use of any third-party payment processor is subject to such provider’s terms and conditions, and Respona is not responsible for their acts or omissions. The Merchant of Record may store, update, or delete your payment information in accordance with its own policies.

    11.3 Subscriptions and Recurring Billing.
    If you purchase a subscription to the Platform or DFY Product, you authorize the Merchant of Record to automatically charge the applicable fees on a recurring basis until you cancel your subscription in accordance with these Terms. Subscription fees may change at renewal, and any such changes will be communicated in advance where required by law.

    11.4 Taxes.
    All fees are exclusive of any taxes, duties, levies, or other governmental assessments, including VAT, GST, sales tax, or similar charges (“Taxes”). You are responsible for all Taxes associated with your purchases, except for Taxes based on Respona’s income. Where required by law, the Merchant of Record may collect and remit Taxes on your behalf.

    11.5 Currency and Invoicing.
    All charges will be processed in the currency displayed at checkout or as otherwise specified in your order form. The Merchant of Record may issue receipts or invoices on our behalf. Any billing disputes must be submitted to us in writing within thirty (30) days of the charge; otherwise, the charge will be deemed accepted.

    11.6 Chargebacks and Payment Disputes.
    You agree not to initiate a chargeback except in cases of actual unauthorized use of your payment method. Submitting fraudulent, baseless, or bad-faith chargebacks is a violation of these Terms and may result in immediate suspension of your account, referral to collections, and recovery of associated fees.
    Before initiating a dispute with your payment provider, you must first contact Respona to allow us an opportunity to resolve the issue.

    11.7 Fraud and Risk Review.
    The Merchant of Record may decline, delay, or reverse any transaction if fraud is suspected or if additional verification is required. We may suspend access to the Services while a payment or account undergoes risk review.

    11.8 No Refunds Unless Expressly Stated.
    All payments are non-refundable except as expressly stated in these Terms or in an applicable order form. Your failure to use the Services, loss of SEO ranking, publisher link removals, or dissatisfaction with search engine outcomes do not entitle you to a refund.

    11.9 Effect of Cancellation.
    If you cancel a subscription or your payment method fails, the Merchant of Record may immediately suspend or terminate your access to the Services. Cancellation does not relieve you of your obligation to pay any accrued or outstanding fees.

  12. Third Party Sites, Publishers, and Search Engines

     

    12.1 Publishers and site owners.

    The DFY Product depends on third party publishers, blogs, and website owners. We do not control these parties and are not responsible for:

    • (a) their content, policies, or actions,
    • (b) link removals, changes to anchor text or link attributes, no indexing, or no following, or
    • (c) any loss or damage arising from your use of such sites.

    12.2 Search engines and algorithms.

    We have no control over search engines, such as Google or Bing, or other platforms, their algorithms, or their policies. As such:

    • (a) your website or the sites hosting links to your website may be excluded, penalized, or re indexed at any time,
    • (b) we cannot and do not guarantee any particular ranking, traffic, or performance, and
    • (c) link building inherently carries risk of search engine penalties, traffic losses, or other SEO impacts.

    You use the Services at your own risk, including the risk of search engine or platform actions related to your site.

  13. Fees, Payments, Subscriptions, Credits, and Subscribe and Save

     

    13.1 General payment terms.

    Pricing for the Services is set forth on the Site, in your account, or in an order form or SOW. You agree to pay all fees and charges in United States dollars, unless otherwise specified, and to provide and maintain valid payment information. We may change pricing at any time, but price changes will not apply retroactively to orders already placed.

    13.2 Platform subscriptions.

    At the end of any free trial, if applicable, Platform access is offered on a subscription basis, such as month to month or 12 month contract, as described at sign up.

    By starting a subscription, you authorize us or our payment processor to automatically charge your payment method on a recurring basis until you cancel.

    You may cancel as described in your account or by contacting us. Cancellation takes effect at the next billing cycle. We do not provide refunds for any partial subscription periods or charges already incurred.

    13.3 DFY Product payment.

    The DFY Product is typically billed in advance, either per order, per package, or via monthly retainer, as specified in your order form or SOW.

    We will generally not begin work on a DFY order until full payment is received.

    If any payment is more than ten (10) calendar days overdue, we may suspend DFY work and/or Platform access until all outstanding amounts are paid.

    13.4 Undelivered links and account credits.

    Except where expressly stated otherwise in these Terms or in an order form or SOW:

    • (a) All fees are non refundable. We do not provide cash refunds.
    • (b) If we fail to deliver specific links in a DFY order within sixty (60) days of payment, excluding delays caused by your actions or omissions, your sole remedy is to request an account credit equal to the fees actually paid for the undelivered portion of that order.
    • (c) Any account credits issued may be used solely toward future purchases of the Services, have no cash value, and are not redeemable for cash, transfer, or any other refund or substitute. Credits must be used within your active account and may be subject to expiration or usage limitations as communicated by us.

    13.5 Credits and unused balances.

    From time to time, we may allow you to purchase or receive credits that can be used toward the DFY Product or other Services. Unless otherwise stated at the time of purchase, such credits are non refundable, have no cash value, and are not redeemable for cash.

    Credits may be subject to expiration, minimum or maximum usage thresholds, or other conditions as stated at the time of purchase or in your account. If no expiration period is stated, credits expire twelve (12) months after issuance.
    Credits may not be resold, transferred, or converted into cash or other value.

    13.6 Taxes.

    Fees are exclusive of any taxes, duties, or governmental assessments, including value added, sales, use, or withholding taxes. You are responsible for all such taxes associated with your purchases, except for taxes based on our net income. If you are exempt from certain taxes, you must provide acceptable proof of exemption; otherwise, taxes will be charged.

    13.7 Chargebacks and non payment.

    If you initiate a chargeback or otherwise reverse or fail to pay any amounts due:

    • (a) we may immediately suspend or terminate your access to the Services,
    • (b) we may deem this a material breach of these Terms, and
    • (c) you agree to reimburse us for any reasonable costs, fees, or expenses, including attorneys’ fees, incurred in collecting amounts due or responding to chargebacks or payment disputes.

    Submitting a chargeback for a validly delivered digital or DFY service is considered fraudulent under these Terms. We may submit evidence to the payment provider, collections agency, or credit bureau as applicable.

    13.8 DFY Subscribe and Save credit subscriptions.

    We may offer a recurring “Subscribe and Save” program for DFY credits. If you enroll in Subscribe and Save:

    • (a) You authorize us to automatically charge your payment method at the agreed interval for a package of credits, often at a discounted rate.
    • (b) You may cancel your Subscribe and Save credit subscription at any time, effective for future billing cycles. Cancellation does not entitle you to any refund for charges already incurred.
    • (c) No refunds are provided for unused credits added via your Subscribe and Save subscription. Unused credits will remain available in your account after your subscription is canceled and may be used for future DFY orders, subject to these Terms and any applicable expiration conditions disclosed at purchase.
    • (d) While your Subscribe and Save subscription is active, the applicable Subscribe and Save discount rate applies to new eligible DFY orders and credit packages, as described at enrollment. Once your Subscribe and Save subscription is canceled and the then current billing period has ended, the discount will no longer apply to new orders, and future purchases will be at the then current standard pricing. Any unused credits in your account will remain available to be used for future orders at their purchased value.
    • (e) Subscribe and Save is designed for long term use and not solely to activate a short term discount. While Subscribe and Save is “cancel anytime”, we reserve the right to monitor for short activation periods, for example, fourteen (14) days or less, and patterns of use that indicate misuse of discounting. For users we reasonably suspect of misusing the program, we may, in our discretion, cancel discounted orders, revoke or adjust discounts going forward, cancel the subscription, or restrict access to future Subscribe and Save discount programs

    • (f) We may modify or discontinue the Subscribe and Save program with reasonable notice where required by law.

    13.9 Failed Payments; Payment Method Updates

    If a payment attempt fails, you authorize us to retry the charge using the same payment method or any backup method on file. You must keep your payment information current. Continued failure to collect payment may result in suspension or termination of your access to the Platform and/or DFY Product.

    13.10 Currency Conversion, Bank Fees, and International Charges

    If your payment method is not denominated in U.S. dollars, your bank or payment provider may convert the charge into local currency or impose additional fees. Respona is not responsible for these conversion differences or fees. All payments are considered satisfied only when the full U.S. dollar amount owed has been received.

  14. Customer Responsibilities

     

    14.1 Accuracy and Legitimacy of Customer Content.
    You are solely responsible for the accuracy, legality, quality, and completeness of all content, data, brand materials, URLs, keywords, outreach messages, anchor text, instructions, and other materials you provide or upload (“Customer Content”). You represent and warrant that Customer Content:

    • (a) is true, accurate, and not misleading;
    • (b) complies with all applicable laws, regulations, and guidelines, including advertising, privacy, marketing, and industry-specific standards;
    • (c) does not infringe, misappropriate, or violate any intellectual property, privacy, or other rights of any person; and
    • (d) is suitable for distribution to publishers, email recipients, or third-party platforms as part of the Services.

    14.2 Compliance With Laws.
    You are solely responsible for ensuring your use of the Services complies with all applicable laws, including without limitation:

    • (a) data protection and privacy laws (e.g., GDPR, CCPA, e-privacy rules);
    • (b) anti-spam and electronic communication laws (e.g., CAN-SPAM, CASL, PECR);
    • (c) advertising and consumer-protection laws; and
    • (d) search engine guidelines, webmaster rules, and publisher policies.

    Respona does not provide legal advice, and your use of the Services does not guarantee compliance with any law or platform guideline.

    14.3 Outreach and Email Integrations.
    You are solely responsible for:

    • (a) configuring outreach settings, campaigns, and email integrations;
    • (b) the content and recipients of all outreach messages sent through the Platform;
    • (c) obtaining any required consents for contacting recipients;
    • (d) ensuring your domain, mailboxes, and sending infrastructure are properly authenticated (e.g., SPF, DKIM, DMARC) to avoid deliverability issues; and
    • (e) reviewing and approving all suggested outreach content generated by the Platform or DFY services before sending.

    Respona is not responsible for bounced emails, blocks, spam issues, domain reputation impacts, or deliverability outcomes.

    14.4 Link Targets and SEO Suitability.
    You are responsible for ensuring that:

    • (a) the URLs you provide as link targets are functional, safe, and lawful;
    • (b) your website complies with search-engine requirements;
    • (c) your content and business model do not violate publisher or platform policies; and
    • (d) link placements created for you are appropriate for your niche, industry, and marketing strategy.

    Respona is not required to investigate or vet the legality, authenticity, or SEO suitability of your website or target URLs.

    14.5 Cooperation and Timely Responses.
    You agree to provide timely access, responses, approvals, and materials necessary for Respona to deliver the Services.
    Delays caused by your failure to respond, provide needed information, or complete required steps may extend delivery timelines and do not entitle you to refunds, credits, or termination rights.

    14.6 Account Security.
    You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account. You must notify us immediately of any unauthorized access or security breach.
    You are responsible for ensuring appropriate access levels for any employees or contractors you authorize to use your account.

    14.7 Backups and Data Export.
    You are solely responsible for backing up and exporting any data, reports, emails, or Deliverables stored in your account.
    Respona has no obligation to store or retain Customer Content or Deliverables after account closure or beyond our standard retention periods.

    14.8 Prohibited Behavior.
    You agree not to use the Services in a way that:

    • (a) misleads publishers, search engines, or recipients;
    • (b) artificially manipulates metrics or rankings;
    • (c) involves cloaking, doorway pages, hidden text, or prohibited SEO techniques;
    • (d) uses fake personas, forged contact information, or misrepresented identities; or
    • (e) attempts to circumvent usage limits, pricing tiers, or rate-limiting mechanisms.

    14.9 Responsibility for Your Clients (Agencies).
    If you use the Services for your clients:

    • (a) you remain solely responsible for all Deliverables assigned to your clients;
    • (b) you must ensure your clients comply with these Terms;
    • (c) Respona has no obligation to support or communicate with your clients directly; and
    • (d) disputes between you and your clients do not entitle you to refunds or credits.

    14.10 Your Representations and Warranties

    You represent, warrant, and covenant that:

    • (a) you have the legal capacity and authority to enter into these Terms,
    • (b) you will comply with all applicable laws and regulations in connection with your use of the Services,
    • (c) all Customer Content and websites for which links are built are lawful and do not promote or contain illegal, defamatory, or infringing content,
    • (d) you have obtained all necessary consents, licenses, and authorizations to provide Customer Content and to have us process any personal data in connection with the Services, and
    • (e) you understand and agree that SEO and link building results are inherently uncertain and that we do not guarantee any particular rankings, traffic, or performance.

  15. Warranties, Disclaimers, and Limitation of Liability

     

    15.1 Limited link replacement warranty.

    As described in Section 9.7, if a link we placed is removed within twelve (12) months of placement and none of the exclusions apply, we will replace it at no additional cost. Except for this limited link replacement warranty, the Services are provided “as is” and “as available”.

    15.2 General disclaimers.

    To the maximum extent permitted by law, Respona and its parent, subsidiaries, affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non infringement. Without limiting the foregoing, the Company Parties do not warrant that:

    • (a) the Services will meet your requirements or expectations,
    • (b) the Services will be uninterrupted, timely, secure, or error free,
    • (c) any data or information, including third party metrics, will be accurate, complete, or reliable, or
    • (d) any particular rankings, traffic, sales, or other results will be achieved.

    15.3 Limitation of liability.

    To the maximum extent permitted by law, the Company Parties will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, data, or goodwill, arising out of or in connection with the Services or these Terms, even if advised of the possibility of such damages.

    To the maximum extent permitted by law, the aggregate liability of the Company Parties for all claims arising out of or relating to the Services or these Terms will not exceed the amounts you paid to Respona for the Services giving rise to the claim during the one (1) month immediately preceding the event giving rise to the claim.

    For a claim relating solely to a specific DFY order, the aggregate liability of the Company Parties will not exceed the fees paid by you to Respona for that specific order.

    15.4 Time limit to bring claims.

    Regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or it will be forever barred.

    15.5 Jurisdictional limitations.

    Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. In such jurisdictions, the foregoing disclaimers and limitations will apply to the maximum extent permitted by law.

    15.6 California waiver.

    If you are a California resident, you waive California Civil Code Section 1542, which provides:
     “A general release does not extend to claims that the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

    15.7 Third-party systems and integrations.
    You acknowledge that the Services may interoperate with third-party platforms, email providers, analytics tools, publishers, and websites. We do not control such third parties and are not responsible for their actions, availability, performance, policies, or compliance with law.
    You agree that the Company Parties will not be liable for any damages arising from:

    • (a) outages or failures of third-party platforms or integrations,
    • (b) changes to third-party APIs, policies, or algorithms,
    • (c) publisher decisions regarding content, links, or indexing, or
    • (d) search engine updates, penalties, re-indexing, or ranking fluctuations.

    15.8 Website, domain, and email reputation.
    You acknowledge that SEO, link-building, and outreach activities inherently involve risks, including changes to search-engine rankings, traffic fluctuations, deliverability issues, domain reputation impacts, spam-folder placement, and algorithmic penalties.
    You agree that the Company Parties are not liable for any such impacts or for any losses arising from actions taken by search engines, email service providers, or other platforms.

    15.9 No legal, financial, or professional advice.
    You acknowledge that the Services and any materials, templates, suggestions, or best practices provided by us are for informational purposes only and do not constitute legal, financial, or professional advice.
    You are solely responsible for obtaining your own legal or professional advice regarding your compliance obligations.

    15.10 Essential basis of the bargain.
    You acknowledge that the disclaimers and limitations set forth in this Section 15 are fundamental elements of the basis of the bargain between you and Respona and that the Services would not be provided without such limitations.

  16. Third-Party Services

     

    16.1 Use of third-party services.
    The Services may enable or require you to access, integrate with, or use certain third-party products, platforms, applications, websites, publishers, data providers, or services (“Third-Party Services”). Examples may include email providers, analytics tools, CRM systems, website publishers, content platforms, and data-enrichment tools. Your use of any Third-Party Services is governed solely by the applicable third party’s terms, conditions, and privacy policies, and Respona has no responsibility or liability for such Third-Party Services.

    16.2 No control over third parties.
    We do not control, endorse, or assume responsibility for any Third-Party Services, their availability, their content, their security, or their compliance with law. We make no representations or warranties regarding any Third-Party Services, and we are not responsible for any changes to, or removal of, functionality caused by such Third-Party Services or their policies, pricing, or performance.

    16.3 Integrations and connectivity.
    Certain features of the Platform may depend on integrations with Third-Party Services. You acknowledge that:

    • (a) integrations may break, change, or become unavailable without notice;
    • (b) third parties may update APIs, security settings, or policies at any time; and
    • (c) such changes may affect the functionality or availability of the Services.
    • Respona will not be liable for any interruption, degradation, or loss resulting from issues associated with Third-Party Services.

    16.4 Publisher and platform policies.
    For the DFY Product in particular, you acknowledge that publishers, website owners, and online platforms are independent third parties who may, at their own discretion, modify or remove content or links, update editorial standards, change ranking or indexing rules, or take other actions that affect Deliverables. Respona does not control and is not responsible for such actions or their consequences.

    16.5 Responsibility for third-party accounts.
    If use of the Services requires you to maintain accounts with Third-Party Services, you are solely responsible for:

    • (a) maintaining such accounts in good standing;
    • (b) complying with all applicable third-party terms; and
    • (c) paying any associated third-party fees.

    Respona is not liable for suspension, termination, or limitations placed on your third-party accounts.

    16.6 Data sharing with third parties.
    To provide the Services, we may transmit or share certain data with Third-Party Services you select or connect, subject to our Privacy Policy. You are solely responsible for ensuring that your instructions to integrate or share data comply with all applicable laws, including privacy and data-protection laws.

    16.7 Third-party disputes.
    Any dispute you have with a third party arising from your use of the Services or any Third-Party Service is solely between you and that third party. You agree that the Company Parties will not be liable for any claims, losses, or damages arising out of or related to Third-Party Services.

  17. Indemnification

     

    You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

    • (a) your use of the Services,
    • (b) your websites, campaigns, or outreach activities,
    • (c) any Customer Content or Deliverables you use or provide to third parties,
    • (d) your violation of these Terms, or
    • (e) your violation of any third party rights or applicable laws.

    We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

  18. Term, Termination, and Suspension

     

    18.1 Term.
    These Terms commence on the earlier of:

    • (a) the date you first access or use the Services, or
    • (b) the date you agree to these Terms,

    and will continue in effect until terminated in accordance with this Section 18.

    18.2 Your termination.
    You may stop using the Services at any time and may cancel subscriptions or close your account through your account settings or by contacting us.
    Cancellation is effective at the end of the then-current billing cycle and does not entitle you to any refund, credit, or proration of fees already paid or incurred. You remain responsible for all outstanding amounts owed to Respona.

    18.3 Our right to suspend or terminate.
    We may suspend or terminate your access to all or any part of the Services, including your account, immediately and without prior notice, if we determine in our sole discretion that:

    • (a) you have violated these Terms or any applicable law;
    • (b) we suspect any fraudulent, abusive, harmful, or unlawful activity;
    • (c) your account is past due or payment information is invalid;
    • (d) your use of the Services threatens the security, stability, reputation, or operation of the Services;
    • (e) we are required to do so by law, regulation, court order, or governmental request; or
    • (f) we elect to discontinue or materially modify any part of the Services.

    Suspension does not relieve you of your obligation to pay any fees owed.

    18.4 Effect of termination.
    Upon termination of your account or access to the Services:

    • (a) all rights and licenses granted to you under these Terms will immediately cease;
    • (b) we may, but are not required to, delete, anonymize, or retain your data in accordance with our Privacy Policy and legal obligations;
    • (c) any fees accrued prior to the termination date remain due and payable; and
    • (d) you remain responsible for any obligations that by their nature survive termination, including Sections relating to fees, ownership, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution.

    18.5 Suspension for investigation.
    We may suspend access to the Services in whole or in part while we investigate suspected violations of these Terms, suspected misuse, or activity that may pose risk to the Services, other users, or third parties. We are not required to provide details of our investigation or findings.

    18.6 No liability for termination or suspension.
    To the maximum extent permitted by law, Respona will not be liable for any costs, losses, damages, or claims arising from any suspension, restriction, or termination of your access to the Services, including as a result of data deletion or inability to access your account.

    18.7 Continuing obligations.
    Termination of your account or of these Terms will not affect any accrued rights or obligations of either party. Any provisions of these Terms that are intended to survive termination will remain in full force and effect.

  19. AI-Generated Output

     

    19.1 Nature of AI-generated output.
    The Services may generate suggestions, templates, content drafts, outreach copy, classification results, predictive outputs, or other materials using artificial intelligence (“AI Output”). AI Output is generated automatically based on algorithms, models, and data inputs and may not always be accurate, complete, unique, or suitable for your intended use.

    19.2 No ownership of underlying models.
    Respona retains all right, title, and interest in and to the AI models, systems, algorithms, and technologies used to generate AI Output. Except for the rights expressly granted in these Terms, no rights in such models or systems are transferred to you.

    19.3 License to AI Output.
    Subject to your compliance with these Terms, you are granted a non-exclusive, worldwide, royalty-free license to use AI Output for your internal business purposes. You are solely responsible for determining whether any AI Output is appropriate, lawful, or accurate before using, publishing, or acting upon it.

    19.4 Your responsibility to review.
    You acknowledge and agree that:

    • (a) AI Output may contain errors, inconsistencies, inaccuracies, hallucinations, or content that requires human review;
    • (b) AI Output may not comply with applicable laws, including email, privacy, and advertising regulations;
    • (c) you must independently verify AI Output before using or relying on it; and
    • (d) you are solely responsible for any consequences arising from your use of AI Output, including legal and regulatory compliance.

    19.5 No warranties regarding AI Output.
    AI Output is provided “as is” and without warranties of any kind. We do not warrant that AI Output will be correct, reliable, complete, non-infringing, optimally written, or suitable for any specific purpose. Respona disclaims all responsibility for decisions made or actions taken based on AI Output.

    19.6 Prohibited uses of AI Output.
    You agree not to use AI Output to:

    • (a) generate or disseminate misleading, harmful, discriminatory, defamatory, or illegal content;
    • (b) engage in spam or unlawful outreach;
    • (c) impersonate another person; or
    • (d) violate any applicable laws, regulations, or industry guidelines.

    You remain solely responsible for any content you choose to send, publish, or act upon.

    19.7 Training and improvement.
    We may use data, prompts, and interactions submitted through the Services (excluding Customer Content marked or submitted as confidential) to train, improve, and operate our models, subject to our Privacy Policy. We will not use Customer Content designated as confidential to train public-facing models.

    19.8 Third-party AI providers.
    Some AI functionality may rely on third-party AI providers. To the extent applicable, you agree to comply with such providers’ terms. Respona is not responsible for the acts, omissions, or outputs of third-party AI systems.

    19.9 Responsibility for harm.
    You agree that the Company Parties will not be liable for any losses, damages, penalties, or claims arising from your reliance on, use of, or inability to use AI Output, including any content you publish, send, or distribute.

  20. Governing Law and Dispute Resolution, Arbitration, and Class Action Waiver

     

    20.1 Applicable law and venue.

    These Terms, and all disputes and matters arising out of or in connection with them, including non contractual disputes and matters, shall be governed in all respects by the laws of the State of Delaware, without regard to its conflict of law provisions, except that the Federal Arbitration Act (“FAA”) shall govern the Arbitration Agreement in Section 20.2.

    If the Arbitration Agreement in Section 20.2 does not apply to you or your claim, or if you opt out of arbitration pursuant to Section 20.2.7, you and Respona agree that any judicial proceeding arising out of or in connection with these Terms or the Services, including non contractual disputes and matters, must be brought exclusively in the state or federal courts located in Delaware, and you and Respona consent to venue and personal jurisdiction in such courts.

    If your claim is subject to the Arbitration Agreement in Section 20.2, any judicial relief sought in connection with that Agreement, including any action to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on an award entered by an arbitrator, shall be brought exclusively in the state or federal courts located in Delaware, and you and Respona consent to venue and personal jurisdiction in such courts.

    20.2 Dispute resolution, binding arbitration, and class waiver.

    20.2.1 Informal dispute resolution.

    If a dispute, claim, or controversy (“Dispute”) arises between you and Respona, we are committed to working with you to try to reach a reasonable resolution. Before initiating arbitration or any other formal proceeding, both parties agree to first make a good faith effort to resolve the Dispute informally.

    You must send a written description of the Dispute to [email protected] with the subject line “Dispute Notice”, including your name, the email address associated with your account, a description of the nature or basis of the claim or dispute, the specific relief sought, and proof of your relationship with Respona.

    If the Dispute is not resolved within sixty (60) days after our receipt of your notice, you and Respona may pursue resolution through arbitration as set forth below.

    This informal dispute resolution process is a condition precedent to commencing any arbitration or other formal proceeding. The parties agree that any relevant limitations period and filing deadlines are tolled while the parties engage in this process.

    20.2.2 Mutual Arbitration Agreement.

    If the informal procedure in Section 20.2.1 does not resolve the Dispute, either party may initiate binding arbitration as the sole means to resolve Disputes, except as otherwise expressly provided in this Section 20.2, subject to the terms set forth below and the rules of National Arbitration and Mediation (“NAM”).

    Except as set forth below, you and Respona agree that by using the Services in any way, you unconditionally consent and agree that any Dispute between you and Respona arising out of or relating to the Services or these Terms, including but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non payment, or timing of any administrative or arbitrator fees, will be resolved exclusively by final and binding arbitration (the “Arbitration Agreement”).

    This Arbitration Agreement applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement, as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt out provisions set forth herein.

    This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the FAA, 9 U.S.C. Sections 1 through 16.

    You acknowledge and agree that by agreeing to these Terms and this Arbitration Agreement, you and Respona are each waiving the right to a trial by jury to the maximum extent permitted by law.

    Notwithstanding the parties’ decision to resolve all Disputes through arbitration, each party retains the right to:

    • (a) bring an individual action in small claims court for disputes within the scope of such court’s jurisdiction,
    • (b) bring an action in state or federal court to protect its intellectual property rights, meaning patents, copyrights, moral rights, trademarks, trade secrets, and other confidential or proprietary information, but not privacy or publicity rights, and
    • (c) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time barred or may be brought in small claims court.

    Seeking such relief does not waive a party’s right to arbitration, and any arbitrations related to such an action shall be stayed pending the outcome of the court action.

    20.2.3 No class arbitration or collective relief absent written consent.

    You and Respona acknowledge and agree that, to the maximum extent permitted by law, except as provided in this Section 20.2, any arbitration will be conducted only on an individual basis and not as a class, collective, representative, or mass action. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve an individual party’s claim.

    Notwithstanding the foregoing, an arbitration involving you may proceed on a consolidated basis if, and only if, Respona provides its written consent to consolidation.

    If there is a final judicial determination that the class arbitration waiver in this Section 20.2.3 is unenforceable as to a particular claim or request for relief, then that claim or request for relief may proceed in court as set forth in Section 20.1, but shall be severed from any remaining claims and arbitrated individually.

    This provision does not prevent you or Respona from participating in a class wide settlement of claims.

    20.2.4 Arbitration rules.

    Except as modified by these Terms, the arbitration will be administered by NAM and conducted before a single arbitrator in accordance with NAM’s applicable rules in effect at the time any demand for arbitration is filed, including, as applicable, NAM’s Comprehensive Dispute Resolution Rules and Procedures, Fees for Disputes When One of the Parties is a Consumer, and Mass Filing Supplemental Dispute Resolution Rules and Procedures, excluding any rules governing or permitting class or representative actions.

    The applicable NAM rules and procedures are available at www.namadr.com or by contacting NAM.

    If NAM is unavailable or unwilling to administer the arbitration, the parties will select an alternative arbitration provider, and if they cannot agree, a court of competent jurisdiction will select the arbitration provider.

    20.2.5 Arbitration procedures.

    • (a) Arbitration demand.

    Any arbitration demand or counterclaim must contain sufficient information to provide fair notice to the other party of the claims being asserted and the factual allegations on which they are based, and must include proof that the claimant is a party to these Terms and this Arbitration Agreement. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements.

    • (b) Arbitration fees.

    The applicable NAM rules will govern payment of all arbitration fees. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper, including claims filed on behalf of a claimant who is not a party to this Arbitration Agreement or for failure to comply with this Arbitration Agreement.

    • (c) Dispositive motions.

    Subject to the applicable NAM rules, the arbitrator will have discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

    • (d) Hearings.

    If the amount in controversy does not exceed ten thousand dollars (US $10,000) and you do not seek injunctive or declaratory relief, the arbitration will be conducted solely on the basis of written submissions, unless the arbitrator determines a hearing is necessary or the parties agree otherwise.

    Any hearing will presumptively be held by videoconference or teleconference unless the arbitrator determines that an in person hearing is necessary or the parties agree otherwise. If an in person hearing is necessary, the location will be determined by mutual agreement of the parties or, failing that, by the arbitrator in accordance with NAM’s rules.

    • (e) Confidentiality.

    Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public, and all records relating thereto will be permanently sealed, except as necessary to obtain court relief, for example, to enforce an arbitration award.

    20.2.6 Arbitrator’s decision.

    The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, including reasonable attorneys’ fees, subject to these Terms, including the limitations on liability, and this Arbitration Agreement. The arbitrator has the right to impose sanctions in accordance with NAM’s rules for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Arbitration Agreement.

    The arbitrator will render a reasoned award within the time frame specified in the applicable NAM rules. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court located in Delaware having jurisdiction.

    20.2.7 30 day right to opt out.

    You have the right to opt out of this Arbitration Agreement. You may opt out by sending written notice of your decision to opt out to [email protected] with the subject line “Arbitration Opt Out” within thirty (30) days of first becoming subject to this Arbitration Agreement. Your notice must include your name, address, the email address you use to access your Respona account, if any, and a clear statement that you want to opt out of this Arbitration Agreement.

    If you opt out, Respona also will not be bound by this Arbitration Agreement. Opting out does not affect any other portions of these Terms.

    20.2.8 Changes to this Section.

    If we make material changes to this Section 20.2, we will provide you with at least thirty (30) days’ notice of the effective date of the changes. Changes will apply only to Disputes that arise after the effective date of the changes. If you continue to use the Services after the effective date, you agree that any new Disputes are subject to the revised Arbitration Agreement.

  21. Miscellaneous

     

    21.1 Independent contractors.

    The parties are independent contractors and nothing in these Terms will be construed to create any partnership, joint venture, franchise, fiduciary, agency, or employment relationship between the parties. Neither party has the authority to bind, commit, or act on behalf of the other, and no party will represent to any third party that it has such authority. Each party is solely responsible for its own employees, contractors, taxes, withholding obligations, insurance, and benefits, and no employee or contractor of one party will be deemed an employee, agent, or representative of the other party. Use of the term “partner” or similar terminology in marketing, communications, or industry language does not create or imply any legal partnership or agency relationship absent a written agreement expressly stating otherwise.

    21.2 Entire agreement.

    These Terms, together with the Privacy Policy and any applicable order forms or SOWs, constitute the entire agreement between you and Respona regarding the Services and supersede all prior or contemporaneous agreements or understandings, whether written or oral.

    21.3 Copyright Infringement

    If you believe that any content on the Services infringes your copyright, please notify our designated Copyright Agent in writing and include the information required by 17 U.S.C. Section 512(c)(3). Our Copyright Agent can be contacted at:

    Email: [email protected]

    Upon receipt of a proper notice, we will remove or disable access to the allegedly infringing material and may take other appropriate action, including termination of repeat infringers.

    21.4 Severability.

    If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

    21.5 No waiver.

    Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

    21.6 Assignment.

    You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may freely assign these Terms.

    21.7 Acceptable Use and Prohibited Activities

    You agree to use the Services only for lawful purposes and in compliance with these Terms. You will not, and will not permit any third party to: (a) post, transmit, or store any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or otherwise objectionable,  (b) infringe any intellectual property, privacy, or other rights of any person,  (c) solicit or collect personal information from minors,  (d) interfere with or disrupt the Services, servers, or networks, including by introducing malware, overloading, flooding, or spamming,  (e) attempt to gain unauthorized access to any non public areas of the Platform or our systems,  (f) scrape, crawl, or spider the Services, or reverse engineer any part of the Platform,  (g) use the Services to send unsolicited or unauthorized advertising or spam,  (h) violate any applicable law or regulation, or  (i) engage in any activity prohibited by these Terms. (j) use the Services to promote unlawful industries, deceptive practices, or websites that contain illegal, harmful, or infringing content; (k) use automated tools, bots, or scripts to artificially inflate metrics, create fake outreach activity, or manipulate link placement opportunities; (l) use the Services in a way intended to deceive publishers or search engines, including cloaking, doorway pages, hidden text, or other manipulative tactics; (m) use the Platform to conduct phishing, social engineering, or harvesting of personal data without consent; (n) impersonate another individual or entity, or misrepresent your identity in outreach communications; or (o) bypass, disable, or interfere with security features or rate limits implemented on the Platform. You are solely responsible for complying with all applicable email, marketing, privacy, and data protection laws in connection with your campaigns and use of the Services. Respona is not responsible for reviewing or approving your outreach content, and you acknowledge that you send all outreach messages at your own risk.

    21.8 Force majeure.

    Respona will not be liable for any failure, delay, or interruption in performing any obligation under these Terms to the extent such failure or delay results from any cause or circumstance beyond our reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to: acts of God; natural disasters; fire; flood; earthquake; severe weather; epidemics, pandemics, or public health emergencies; war; terrorism; civil unrest; embargoes; government orders, actions, or restrictions; labor disputes or strikes; failure of suppliers, subcontractors, or carriers; interruptions or failures of the internet, telecommunications networks, hosting providers, cloud infrastructure, utilities, or other essential services; failures or changes in search-engine algorithms; failures or policy changes by publishers, email providers, or third-party platforms; and any other events or circumstances beyond Respona’s reasonable control. If a Force Majeure Event occurs, Respona’s obligations affected by the event will be suspended for the duration of the event, and we may, in our discretion, extend performance timelines or modify affected Services without liability. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Services upon written notice, provided that you remain responsible for payment of all fees incurred prior to termination.

    21.9 Notices.

    We may provide notices to you via email, the Platform, or by posting on our Site. Notices to Respona must be sent to [email protected] or to our postal address listed in Section 1.1.