Terms of Service

1. Business Use and Authority

Taprs is intended primarily for business and commercial customers.

If an individual accepts these Terms for a business or organization, the individual represents that they have authority to bind that business or organization.

Nothing in these Terms excludes mandatory rights that cannot legally be waived.

2. Services

Taprs may provide:

• NFC cards;
• NFC stands;
• QR functionality;
• customer-review links;
• business dashboards;
• tap analytics;
• review-related analytics;
• reputation-management functionality;
• recommendations;
• business insights;
• subscriptions;
• integrations;
• automated functionality; and
• future AI-supported functionality.

Not every Customer receives every feature.

Available functionality may depend on the selected subscription tier.

3. No Guaranteed Results

Taprs provides tools intended to help Customer manage its customer-review process.

Taprs does not guarantee:

• any specific number of reviews;
• positive reviews;
• five-star reviews;
• any particular rating;
• improved rankings;
• Google placement;
• search visibility;
• customer behaviour;
• increased customers;
• revenue;
• estimated revenue opportunity calculations;
• sales;
• profitability;
• business growth;
• improved reputation;
• conversion rates; or
• any other particular business or financial result.

Where Taprs displays an Estimated Revenue Opportunity, the figure is an illustrative scenario derived from available keyword search-volume data, a clearly disclosed conversion assumption, and the Average Customer Value entered by the Customer. It is not a forecast, promise, guarantee, or statement of revenue actually generated by Taprs.

Taprs does not control what independent customers choose to write or what rating they provide.

Marketing examples, hypothetical examples, demonstrations, projections, and illustrative scenarios are not guarantees.

4. Customer Responsibilities

Customer is responsible for:

• lawful use of Taprs;
• accuracy of Customer-provided information;
• compliance with privacy laws;
• required consents;
• review-solicitation practices;
• Google and third-party platform compliance;
• applicable marketing and anti-spam laws;
• security of private dashboard links;
• Customer-controlled devices;
• lawful use of NFC equipment;
• Customer's own business practices; and
• independently evaluating Taprs recommendations.

5. Review Platform Rules

Customer must not use Taprs to facilitate:

• fake reviews;
• fraudulent reviews;
• reviews from persons without genuine experiences;
• misleading review manipulation;
• prohibited review gating;
• unlawful review incentives;
• impersonation;
• harassment; or
• other activity prohibited by an applicable review platform.

Taprs may suspend Services if Taprs reasonably believes Customer conduct creates significant legal, platform-policy, security, or reputational risk.

6. Google Disclaimer

Taprs is an independent business.

Unless expressly stated otherwise under a formal written partnership, Taprs is not affiliated with, endorsed by, sponsored by, or operated by Google LLC.

Google and Google Business Profile are third-party services.

Google may change:

• policies;
• APIs;
• algorithms;
• rankings;
• URLs;
• access requirements;
• review functionality; or
• other services

without Taprs' control.

Taprs may connect to Google Business Profile through Google APIs and/or third-party integration providers. Google remains an independent third-party platform and controls its own permissions, availability, policies, rankings, and API behavior.

To the maximum extent permitted by applicable law, Taprs is not responsible for losses resulting solely from independent Google or other third-party platform decisions or changes.

7. Prohibited Conduct

Customer must not:

• create or facilitate fake reviews;
• use Taprs unlawfully;
• impersonate another person;
• misuse personal information;
• transmit malware;
• attempt unauthorized access;
• defeat Taprs security;
• interfere with infrastructure;
• unlawfully scrape third-party systems;
• reverse engineer Taprs except where restriction is prohibited by law;
• infringe intellectual-property rights; or
• assist another person in prohibited activity.

8. Dashboard Access

Customer dashboards currently use private tokenized URLs.

Customer acknowledges that anyone obtaining the private dashboard URL may potentially access the associated dashboard.

Customer must take reasonable measures to protect its dashboard URL and must not publish it publicly.

Taprs may introduce additional customer-authentication functionality in the future.

9. AI and Automated Features

Taprs includes AI-supported and automated functionality, including review-response assistance and Pro SEO recommendations. Customer remains responsible for reviewing outputs before relying on or approving them.

AI or automated outputs may:

• contain errors;
• be incomplete;
• misunderstand context;
• fail to consider relevant circumstances; or
• produce unsuitable recommendations.

AI outputs are informational only.

Customer must independently evaluate them before making important decisions.

AI outputs are not legal, accounting, tax, financial, regulatory, or other professional advice.

Taprs does not guarantee AI accuracy or results.

10. Service Availability

Unless Taprs separately enters into a written service-level agreement, Taprs does not guarantee uninterrupted availability.

Services may be affected by:

• Cloudflare outages;
• internet outages;
• Stripe outages;
• third-party failures;
• maintenance;
• API outages;
• software defects;
• security incidents;
• network failures; or
• circumstances outside Taprs' control.

Taprs may reasonably modify, replace, suspend, or discontinue functionality as the platform develops.

11. Experimental Features

Beta, demonstration, preview, early-access, and experimental functionality may be:

• incomplete;
• inaccurate;
• modified;
• suspended; or
• discontinued.

Customer should not rely on experimental functionality for critical operations unless Taprs expressly agrees otherwise.

12. Subscription Plans

Taprs may offer multiple subscription tiers.

Subscription pricing currently begins at approximately $30 CAD per month, but pricing, features, and tier availability may change.

The exact price and features applicable to Customer will be disclosed before Customer completes a purchase.

Unless otherwise clearly disclosed before purchase:

• subscriptions are billed monthly;
• subscriptions renew automatically each billing period;
• Customer authorizes recurring billing;
• Customer may cancel at any time; and
• cancellation prevents subsequent renewal but does not retroactively cancel a billing period already charged.

Higher-priced subscription tiers may be introduced.

Taprs may offer different plans, packages, or promotional pricing.

13. NFC Hardware Without Subscription

Taprs may separately sell:

• NFC cards;
• NFC stands; or
• other physical equipment

without requiring a software subscription.

The applicable one-time purchase price will be disclosed before purchase.

14. Cancellation

Unless Customer has expressly agreed to different written terms, Customer may cancel a recurring Taprs subscription at any time.

Cancellation generally takes effect at the end of the already-paid billing period.

Customer will retain access to applicable paid Services through the end of that billing period unless:

• Customer materially breaches these Terms;
• Service access creates a legal or security risk; or
• applicable law or an applicable platform requires earlier suspension.

No additional recurring fee will be charged after cancellation becomes effective unless Customer later resubscribes.

15. Refunds

Except where required by applicable law or expressly agreed by Taprs in writing:

payments and purchases are non-refundable.

Cancelling a subscription does not create a right to:

• a refund;
• partial refund;
• prorated refund; or
• credit

for an already-started billing period.

Defective NFC Equipment

Where Taprs determines that physical NFC equipment supplied by Taprs is defective, Taprs may, acting reasonably and subject to applicable law, choose an appropriate remedy including:

• replacement;
• repair where practical;
• account credit; or
• refund.

Taprs may consider circumstances such as:

• product value;
• shipping distance;
• shipping cost;
• nature of the defect;
• availability of replacement equipment; and
• applicable legal requirements.

Nothing in this section eliminates a remedy that applicable law requires Taprs to provide.

16. Payments

Taprs currently uses Stripe to process payments.

Customer authorizes Taprs and its payment provider to charge amounts disclosed during checkout or subscription enrollment.

Customer is responsible for maintaining an appropriate payment method.

Failed payment may result in temporary suspension or termination of paid functionality.

17. Taxes

Taprs will charge applicable taxes where required by law.

Taprs is currently in an early stage of operations and has not represented that it is presently registered for GST/HST.

Taprs may modify tax collection practices if registration or collection becomes legally required.

18. Price Changes

Taprs may change subscription prices.

For existing customers, Taprs will provide notice of material pricing changes where required by applicable law or contract before the changed price applies.

19. Intellectual Property

Taprs or its licensors own all rights in Taprs technology and intellectual property, including:

• source code;
• object code;
• dashboard software;
• website design;
• Taprs branding;
• Taprs logos;
• analytics systems;
• documentation;
• user interfaces;
• features;
• methodologies;
• templates; and
• improvements.

Customer receives only a limited right to use Taprs for Customer's internal business purposes in accordance with these Terms.

20. Customer Content

Customer retains ownership of content Customer lawfully owns and provides to Taprs.

Customer grants Taprs a non-exclusive licence to:

• host;
• store;
• process;
• reproduce;
• transmit;
• display;
• analyze;
• troubleshoot;
• secure; and
• otherwise use

Customer Content only as reasonably necessary to provide, maintain, secure, support, and improve the Services or as otherwise permitted by law.

Customer represents that it has legal authority to provide the information and grant these permissions.

21. Feedback

Voluntary product suggestions, recommendations, feature requests, and feedback may be used by Taprs without payment or compensation.

Customer grants Taprs a perpetual, worldwide, royalty-free right to use such voluntary feedback for lawful product and business development.

This provision does not transfer Customer's personal information or confidential business information.

22. Confidentiality

Each party will use reasonable measures to protect confidential information received from the other.

Confidential information may be used only for reasonable purposes associated with the business relationship.

Information is not confidential to the extent it:

• becomes publicly available without breach;
• was independently developed;
• was lawfully known without restriction; or
• was lawfully obtained from another source.

Disclosure may be made where required by law.

23. Customer Data and Privacy

Customer represents that it has lawful authority to provide information submitted to or connected with Taprs.

Customer is responsible for its own notices, consents, and lawful instructions.

Taprs will process applicable personal information according to its Privacy Policy and Data Processing Terms.

24. Third-Party Providers

Taprs currently depends on third parties including:

• Cloudflare; and
• Stripe.

Future functionality may depend on:

• Google;
• review platforms;
• artificial-intelligence providers;
• email services;
• APIs;
• communications providers;
• authentication providers; and
• additional cloud infrastructure.

Third-party providers operate independently.

Taprs does not guarantee their continued availability or functionality.

25. Cybersecurity

Taprs uses reasonable controls intended to restrict unauthorized access.

Administrative access is currently limited to the Taprs owner/operator.

Taprs does not guarantee absolute protection against:

• cyberattacks;
• unauthorized access;
• vulnerabilities;
• credential compromise;
• infrastructure failure;
• malware;
• Cloudflare incidents; or
• third-party compromise.

Customer remains responsible for its own devices, links, credentials, and authorized users.

26. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAPRS AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

Except for an express written warranty provided by Taprs, Taprs disclaims, to the maximum extent legally permitted, implied warranties, representations, conditions, or guarantees concerning:

• merchantability;
• fitness for a particular purpose;
• uninterrupted operation;
• error-free operation;
• accuracy;
• completeness;
• third-party compatibility;
• continued third-party access;
• specific reputation outcomes; or
• specific business outcomes.

Nothing in these Terms excludes warranties or legal rights that cannot lawfully be excluded.

27. Limitation of Liability

To the maximum extent permitted by applicable law, Taprs and its present or future:

• owner or founder;
• incorporated successor;
• affiliates;
• directors;
• officers;
• employees;
• contractors;
• agents;
• licensors; and
• service providers

will not be liable for indirect, consequential, incidental, special, exemplary, or punitive damages to the extent such damages can legally be excluded.

To the maximum extent permitted by law, this includes losses involving:

• lost profits;
• lost revenue;
• lost sales;
• lost opportunities;
• business interruption;
• loss of goodwill;
• reputational harm;
• lost or corrupted data;
• Google or review-platform changes;
• ranking changes;
• API changes;
• third-party outages;
• decisions made using Taprs analytics; or
• decisions made using automated or AI-generated recommendations.

Aggregate Liability Cap

To the maximum extent permitted by applicable law, the aggregate liability of Taprs and the Taprs parties identified above, arising out of or relating to Taprs, these Terms, or the Services, will not exceed the total fees actually paid by the affected Customer to Taprs during the twelve (12) months immediately preceding the event first giving rise to the claim.

Where Customer has paid Taprs for less than twelve months, the cap will be based on amounts actually paid during that shorter period.

This limitation applies regardless of whether the claim arises in:

• contract;
• tort;
• negligence;
• statute;
• misrepresentation;
• restitution; or
• another legal theory,

to the extent permitted by applicable law.

The exclusions and limitations do not apply where prohibited by law.

28. Indemnification

To the maximum extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Taprs and its present and future:

• owner;
• founder;
• incorporated successor;
• directors;
• officers;
• employees;
• contractors;
• agents;
• affiliates;
• licensors; and
• service providers

from third-party claims, proceedings, liabilities, damages, losses, penalties, costs, and reasonable legal expenses resulting from:

• Customer's unlawful conduct;
• Customer Content;
• Customer's breach of privacy law;
• Customer's breach of anti-spam or marketing law;
• Customer's violation of review-platform rules;
• fake or fraudulent review conduct attributable to Customer;
• unlawful incentives;
• unauthorized collection of personal information by Customer;
• Customer's infringement of third-party rights;
• Customer's misuse of Taprs;
• unlawful instructions given by Customer; or
• Customer's material breach of these Terms.

This indemnity does not require Customer to indemnify Taprs for liability that cannot legally be transferred to Customer.

29. Suspension

Taprs may suspend Service access where reasonably necessary because of:

• failed payment;
• suspected fraud;
• security risk;
• illegal activity;
• material abuse;
• violation of these Terms;
• risk to Taprs infrastructure;
• risk to other users; or
• third-party platform requirements.

Where commercially reasonable, Taprs will attempt to provide notice.

Immediate suspension may occur where reasonably necessary to prevent harm.

30. Termination

Taprs may terminate an account or service for:

• material breach;
• persistent non-payment;
• fraud;
• unlawful activity;
• repeated prohibited conduct;
• significant security risk; or
• circumstances making continued Service legally or technically unreasonable.

Customer may cancel its recurring subscription according to Section 14.

31. Effect of Cancellation or Termination

Cancellation or termination does not automatically require immediate deletion of all Customer data.

Information may be retained according to the Taprs Privacy Policy, generally including a period of up to 24 months after termination, subject to legitimate legal, accounting, fraud-prevention, security, dispute-resolution, and record-keeping requirements.

Outstanding payment obligations survive termination.

32. Force Majeure

Taprs is not responsible, to the maximum extent permitted by law, for delay or failure caused by events outside Taprs' reasonable control, including:

• internet outages;
• Cloudflare outages;
• payment-provider outages;
• API failures;
• telecommunications failures;
• utility failures;
• natural disasters;
• labour disruptions;
• governmental action;
• widespread cyber incidents not reasonably preventable;
• third-party platform outages; or
• other comparable events.

33. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles, subject to mandatory laws that cannot legally be contracted out of.

34. Dispute Resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve a dispute through written notice and reasonable business discussions for at least thirty (30) days, unless urgent injunctive or protective relief is reasonably necessary.

If the dispute is not resolved, the parties submit, subject to mandatory applicable law, to the jurisdiction of the courts of Ontario, Canada.

Nothing prevents a party from seeking urgent injunctive or equitable relief where appropriate.

Taprs has not included a mandatory arbitration provision or class-action waiver in this version.

35. Assignment

Customer may not assign its agreement with Taprs without Taprs' prior written consent.

Taprs may assign its rights and obligations in connection with:

• incorporation;
• restructuring;
• financing;
• merger;
• acquisition;
• corporate reorganization; or
• sale of relevant assets,

subject to applicable law.

36. No Waiver

Failure to enforce a provision does not constitute a waiver of that provision.

37. Severability

If a provision is found invalid or unenforceable, the remainder of these Terms continues to the extent legally permitted.

A provision may be interpreted or limited to the minimum extent necessary to make it enforceable where permitted.

38. Entire Agreement

These Terms, together with applicable:

• checkout disclosures;
• subscription terms;
• Privacy Policy;
• Data Processing Terms; and
• written service-specific terms

constitute the agreement concerning Taprs Services.

39. Changes to these Terms

Taprs may update these Terms to reflect reasonable changes to:

• Services;
• legal requirements;
• technology;
• security;
• third-party providers; or
• commercial practices.

Appropriate notice will be given where legally or contractually required.

40. Survival

Provisions concerning the following survive termination where necessary:

• payment obligations;
• intellectual property;
• confidentiality;
• warranty disclaimers;
• liability limitations;
• indemnities;
• privacy;
• dispute resolution; and
• governing law.

41. Contact

Questions may be directed to:

Taprs
Ontario, Canada
admin@taprs.ca