Newrise Client Terms

DRAFT draft-2026-11 — for lawyer review. Not legal advice. Effective [EFFECTIVE DATE].

These Client Terms ("Terms") are an agreement between [LEGAL NAME], a Tennessee limited liability company doing business as Newrise ("we", "us", "our"), and the business that accepts an Order Form that refers to them ("you", "Client"). The Order Form and these Terms together are the "Agreement". If they conflict, the Order Form wins for that order.

These Terms are for business customers only. By accepting, you confirm you are acting for a business, not as a consumer, and that you have authority to bind it.

1. What we do

1.1 Services. We provide the content services listed on your Order Form, such as drafted replies to your online reviews and social and email content repurposed from material you supply (the "Services"). What each product includes, how many pieces, and for which platforms is set by your Order Form.

1.2 Drafts, not publishing. We deliver drafts ("Deliverables") by email and on a private page for your business. You decide whether to use them, and you publish them yourself. We do not post to Google, social networks or any other platform for you, and we do not log in to your accounts to publish.

1.3 Read-only access. For some products you may give our Google account "Manager" access to your Google Business Profile so we can read new reviews. We use that access only to read reviews for the Services. We do not post, edit your profile, or reply on your behalf. You can remove our access at any time.

1.4 Timing. We aim to deliver within the time shown for each product. Times are targets, not guarantees, unless your Order Form says otherwise.

1.5 Changes and redos. If a Deliverable misses the brief, tell us within 7 days and we will revise it once at no charge.

2. What you do

2.1 Inputs. You give us what we need: answers to the onboarding questions, source material (posts, voice memos, notes), and, for review replies, access to or exports of your reviews ("Client Materials"). You confirm you have the right to give us Client Materials and to let us use them to provide the Services.

2.2 Review before publishing. You are responsible for reviewing every Deliverable before you publish it, including checking that it is accurate, fits your business, and meets the rules of the platform you publish it on and any law or professional rule that applies to you.

2.3 Your accounts. You keep control of your own accounts and logins. We will never ask for your passwords.

3. AI disclosure

3.1 Deliverables are drafted with the help of artificial-intelligence tools and are reviewed by a person before delivery.

3.2 AI output can contain mistakes. That is one reason you review every Deliverable before publishing (§2.2).

3.3 We send Client Materials to AI providers only to create your Deliverables. We choose providers that do not use our inputs to train their models; the current list is in our Privacy Policy.

4. Fees and billing

4.1 Fees. You pay the monthly fees on your Order Form, billed in advance, charged automatically through our payment processor (Stripe) to the payment method you provide. Prices exclude taxes; you pay any sales or similar taxes that apply.

4.2 Failed payments. If a payment fails, we will try again and email you. If it is still unpaid 14 days after the due date, we may pause the Services until it is paid.

4.3 Price changes. We will give you at least 30 days' notice by email of any price change. A founding-client price on your Order Form is locked for the period stated there.

5. Term, cancellation and refunds

5.1 Minimum term. Each order has a 90-day minimum term from its start date. After that it continues month to month.

5.2 Cancelling. After the minimum term you may cancel any time by emailing hello@newrise.agency. Cancellation takes effect 30 days after we receive it, and you pay for that final period.

5.3 Refunds. If we deliver nothing in the first 30 days of an order, you may cancel and receive a full refund of what you paid. Otherwise, fees for months already started are not refundable.

5.4 Ending for cause. Either of us may end the Agreement by written notice if the other materially breaches it and does not fix the breach within 14 days of notice. We may also end it at once if you use the Services unlawfully or ask us to produce content that is deceptive, defamatory or unlawful.

5.5 After it ends. You keep the Deliverables you have paid for. We delete your Client Materials as described in our Privacy Policy.

6. Healthcare and other sensitive businesses

6.1 No patient or sensitive information. You must not send us protected health information, patient or client health details, or other sensitive personal information (for example, diagnoses, treatments, appointments, or information about a specific person's care) in any form, including in onboarding answers, source material, files or messages.

6.2 Public reviews only. For review replies, we work only from reviews that are already public on the review platform.

6.3 Replies never confirm a relationship. For healthcare, wellness and similar businesses, our drafts are written so they do not confirm that the reviewer is or was your patient or client and do not discuss their care. You remain responsible for confirming each reply meets the privacy laws and professional rules that apply to you (for example HIPAA) before you publish it.

6.4 Not a business associate. Because of §6.1–6.3, we do not create, receive, maintain or transmit protected health information for you, and we do not sign business associate agreements. If you send us such information by mistake, tell us and we will delete it.

7. Agencies and resellers

7.1 If your Order Form says you are buying for clients of an agency, you may resell or pass on the Deliverables to those clients, under your own brand if your Order Form says white-label.

7.2 You are responsible for: having each of your clients' permission to share their materials with us and to let us read their reviews; your agreements with your clients; and your clients' use of the Deliverables. Your clients are not parties to this Agreement.

7.3 We will not contact your clients directly unless you ask us to.

8. Ownership

8.1 Yours. You keep all rights in your Client Materials. Once you have paid for them, the Deliverables belong to you, and you may use, edit and publish them as you like.

8.2 Ours. We keep all rights in our methods, prompts, software, templates and know-how, including general skills we develop while working for you. We will not reuse your Deliverables or Client Materials for another client.

8.3 Samples. We will not show your Deliverables or name your business in our marketing without your written permission.

9. Confidentiality and data

9.1 Each of us will keep the other's non-public information confidential and use it only for this Agreement, except where the law requires disclosure.

9.2 We handle personal data as described in our Privacy Policy at https://amplify.newrise.agency/privacy, which lists the service providers we use.

10. No guarantees

10.1 We will provide the Services with reasonable skill and care.

10.2 Apart from that, the Services and Deliverables are provided "as is". We do not promise any particular result, including search rankings, ratings, review volume, engagement, leads or sales, or that a platform will accept or keep any content you publish.

11. Liability

11.1 Cap. Each party's total liability arising out of this Agreement is limited to the fees you paid us in the 3 months before the event that caused the claim.

11.2 No indirect losses. Neither party is liable for lost profits, lost revenue, lost data, loss of goodwill, or any indirect or consequential loss.

11.3 Exceptions. The limits in §11.1–11.2 do not apply to your obligation to pay fees, to either party's fraud, or to anything the law does not allow us to limit.

11.4 Your content. You will cover our reasonable costs of any third-party claim arising from Client Materials you supplied or from your publication of a Deliverable you changed or that you published without the review in §2.2.

12. General

12.1 Changes to these Terms. We may update these Terms. We will email you at least 30 days before a change takes effect. If you object, you may cancel before it takes effect without the 30-day notice in §5.2.

12.2 Notices. We send notices to the email on your Order Form. You send notices to hello@newrise.agency. Our mailing address is [MAILING ADDRESS].

12.3 Governing law. Tennessee law governs this Agreement. Courts in [COUNTY], Tennessee have exclusive jurisdiction.

12.4 Electronic acceptance. Accepting electronically (for example, by ticking a box at checkout) is as binding as a signature.

12.5 Other. You may not transfer this Agreement without our consent; we may transfer it to a successor of our business. If a part is unenforceable, the rest still applies. Not enforcing a term is not a waiver. This Agreement is the whole agreement about the Services and replaces anything said before.