Kudaro Merchant Agreement
Version 1.1.0
This file is one immutable version of the Kudaro Merchant Agreement. It is never edited after it has been published. Any change at all — a corrected word, a new clause, a lawyer's final language — is a new file with a new version number and a new published record. Section 14 describes what happens to you when that occurs.
The date this version became binding is recorded when it is published and is not written into this file, so that the file's contents are the same bytes on the day it is published and on the day somebody asks what it said.
This version was written by the people building Kudaro. It has not been reviewed by counsel. It says what we actually do, in words we can stand behind, and it will be replaced by a version that counsel has read — when that happens, section 14 governs.
1. Who this is between, and who the person at your counter is
This agreement is between Kudaro ("Kudaro", "we", "us") and the business named on the payment page you completed (the "Business", "you").
The person who sold this to you is an independent reseller, not a Kudaro employee. They are an independent contractor. They set the price you were quoted. They may not make promises on Kudaro's behalf, and Kudaro is not bound by anything they told you that contradicts this agreement — in particular any promise about how many reviews you will receive, how your business will rank, or what Google will do.
If a reseller told you something that made you buy, and this agreement contradicts it, tell us at support@kudaro.app before your three days under section 11 run out. We would rather refund you than keep a customer who was sold something we do not sell.
You confirm you are entering into this agreement for your business, not for personal, family, or household purposes, and that the person who accepted it is authorised to bind the Business.
2. What Kudaro is
Kudaro is a placard for your counter with a chip and a printed code in it. A customer taps it with their phone, or scans the code, and their phone opens a web address that Kudaro owns. Kudaro's server then decides where to send them — normally your Google review page.
The chip is never rewritten. It holds one address forever. Everything about where a tap goes is a decision made on our server at the moment of the tap, which is what lets your placard keep working when your Google listing changes and what lets it stop working if your subscription lapses.
A placard belongs to one business. While it is bound to your business, neither you nor your reseller can move it to another — that restriction is what stops anybody repointing a placard on your counter at somebody else's review page, and it is the important half of this promise.
Kudaro's own staff can detach a placard from a business, and will do so only to correct an error, to act on a request from you, or where this agreement has ended. If we detach a placard that is serving your active subscription, we will tell you at the email address on your account. A placard cannot be transferred if you sell your business — the new owner needs their own.
3. What Kudaro does not promise
Kudaro does not promise any number of reviews, any rating, any search ranking, any amount of traffic, or any increase in revenue. Nobody can promise those things, and anybody who does is guessing.
Kudaro does not control Google. Google decides which reviews to publish, which to remove, and whether to show your business at all. Google can and does remove reviews and suspend business profiles, including for reasons that have nothing to do with you. If that happens, Kudaro will help you understand what we can see, and we cannot reverse it.
The service is provided as it is. Kudaro does not promise it will be uninterrupted or error free, and does not offer a service level or an uptime credit. Kudaro depends on other companies — Google, Stripe, our hosting, our telephony provider, the mobile networks — and cannot be responsible for what they do. To the fullest extent the law allows, Kudaro disclaims every warranty that is not written in this agreement, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
4. How you may and may not ask for reviews
This section is the one with real consequences, and they land on you, not on us.
Google's own policies govern how a business may ask for reviews. Breaking them can get your reviews deleted in bulk and your business profile suspended. The US Federal Trade Commission's rule on consumer reviews (16 CFR Part 465) also makes some of the practices below unlawful, with civil penalties per violation.
You agree that you will not:
- Offer anything of value in exchange for a review. No discount, free item, entry into a draw, loyalty credit, or anything else — whether the review is positive, negative, or unspecified.
- Ask only your happy customers. Filtering who gets asked based on how you think they will rate you is "review gating", and it is prohibited whatever wording is used to do it.
- Pressure a customer to leave a review while they are in your business. Google's policy is explicit that merchants "should not require or pressure users to leave ratings or write reviews while on the premises". A placard sitting on a counter that a customer chooses to tap is fine. A member of staff standing over somebody until they tap it is not.
- Tell a customer what to write, ask them to mention a particular product or employee, or ask them to change or remove a review they have left.
- Write reviews for your own business, ask staff or family to, or buy them.
Kudaro's loyalty feature, if you use it, is never conditioned on a review. A customer earns their punch for tapping. Kudaro's own screens are built so the punch is stated first and unconditionally and any review is offered afterwards as a separate thing, and Kudaro does not check whether a review was left before releasing a reward. You must not undo that — by putting up a sign that ties the reward to a review, by instructing staff to say it does, or by any other means. If you do, you are conditioning compensation on a review, which is what both Google and the FTC rule prohibit, and you are doing it using our product.
If you break this section, Kudaro may switch your placard off — immediately and without refund of the current period — and may end this agreement under section 13. We would rather warn you first and usually will. We are not willing to keep a customer whose conduct puts every other Kudaro merchant's reviews at risk.
5. How you may and may not use the service
In addition to section 4, you agree not to:
- use the service other than for the Business named on your payment page, or resell, sublicense or share it with another business;
- point taps at anything other than a genuine review or loyalty destination for that Business;
- generate taps, punches or verification messages other than through genuine customer use — including by automation, by scripting, or by staff tapping repeatedly;
- attempt to read, guess, enumerate or interfere with placard addresses that are not yours, or with any other part of Kudaro's systems;
- copy, modify, reverse engineer or create derivative works of the service, or remove Kudaro's branding from a placard.
Kudaro and its licensors own the service, the software, the Kudaro name and marks, and the placard design. You get the right to use them while this agreement is in force, and nothing more.
You give Kudaro permission to use your business name, logo and Google listing for the purpose of operating the service for you. Kudaro may also name you as a customer, and use your logo, in ordinary marketing; tell us at support@kudaro.app if you would rather we did not, and we will stop.
6. Fair use, and what is included
The subscription includes ordinary use by your real customers at the Business's premises. It does not include unlimited use of everything.
Limits that apply today. If you use the loyalty feature, each customer may earn one punch per day at your business, and may redeem a number of rewards each month that you set and that defaults to two. A customer gets a small number of tries at a verification code before having to wait. These protect your rewards from being farmed, and we will tell you under section 14 before changing them in a way that affects you.
Kudaro may set and publish further reasonable limits — on taps, on loyalty punches, on rewards, on verification messages, on stored customer records, and on support — and may apply them prospectively on notice under section 14. If your use materially exceeds ordinary use for a business of your size, Kudaro will contact you and work out a plan with you before taking any action beyond applying a published limit.
Kudaro may throttle or suspend activity immediately, without notice, where it is necessary to stop abuse, fraud, a security incident, or a cost or volume event that threatens the service for other merchants. We will tell you as soon as we reasonably can, and restore service as soon as the cause is resolved.
7. What you owe us, and when
You pay the amount shown on the payment page you completed, on the interval shown there — monthly or annually. That amount was set by your reseller and it is the amount that governs; nothing on our marketing site overrides what you agreed to pay.
Your subscription renews automatically at the same amount and interval until it is cancelled. Your card is charged at the start of each period.
If your reseller charged a one-time setup fee, it appears as a separate line on your first payment and is not charged again.
Fees are exclusive of taxes. Where Kudaro is required to collect sales tax, VAT or a similar tax, it is added to your invoice. You are responsible for any other taxes on your own business.
Fees already paid are not refundable except where this agreement says so. Sections 8, 11, 13 and 14 each create a refund, and each governs its own case.
If a payment is charged back or reversed, Kudaro will suspend the service until the amount, and any fee the card network charged Kudaro, is paid. Tell us first if something looks wrong on your bill — we would rather fix it than have you dispute it, and a dispute costs us a fee either way.
7.1 Usage charges on the Premium plan
This subsection applies only to plans that include the loyalty feature. No verification-message charge applies to you until Kudaro has published the allowance and the rate and you have accepted the charge under section 14.
The loyalty feature sends a text message to a customer's phone to confirm the customer holds that number before a reward is released. That message costs Kudaro money, the cost is set by our telephony provider and the mobile networks rather than by us, and it scales with how successful your loyalty programme is.
Kudaro may charge for verification messages above an included monthly allowance, at a published per-message rate and allowance, billed in arrears on your next invoice. Once a usage charge applies to you, Kudaro will give you notice under section 14 before the rate is increased or the allowance is reduced — cutting what is included costs you the same as raising the price, so it gets the same notice.
If you have not accepted the charge, you are never billed for a message — the allowance becomes a limit instead of an included amount. You keep the loyalty feature and everything inside the allowance works exactly as before; verification messages simply pause for the rest of the month once it is used up, and resume when the next month starts. Accept the charge and the limit lifts. We will tell you when you are close, and when you have reached it.
Kudaro will not bill you for a message it did not send. Once verification messages are billable or limited for you, Kudaro will show you your usage for the current period, and will show it to you before any charge is first applied. Kudaro bears the cost of fraudulent or automated traffic — if somebody attacks the service to run up messages, that is ours to absorb and ours to stop, not yours to pay for. If you do not want to be charged for verification messages, ask us to turn the loyalty feature off — the review placard does not use them, and it keeps working without it.
Verification messages are part of the loyalty feature. If your plan does not include loyalty, or you do not use it, you are not billed for them.
8. Changes to the service
Kudaro is a product under active development and it will change.
Kudaro may change, add to, or remove parts of the service. Where a change removes a feature you are using, or materially reduces what the service does for you, Kudaro will give you at least 30 days' notice under section 14, and you may cancel under section 9 before it takes effect and be refunded the unused part of the period you have paid for.
Kudaro may make changes with less notice, or none, where they are needed for security, for legal compliance, or because a third party we depend on has changed something. We will tell you as soon as we reasonably can.
Ordinary maintenance, bug fixes and improvements are not "changes" for this purpose.
9. How to cancel
Email support@kudaro.app from the address on your account, or cancel from your Kudaro dashboard when that is available to you. We will not require you to phone anybody, sit through a retention offer, or give a reason.
A cancellation takes effect at the end of the period you have already paid for. We do not refund a part-used period, except under sections 8, 11, 13 and 14.
10. What happens when you stop paying
Your placard does not stop working. Taps land on a Kudaro page telling the customer the business is not currently taking reviews through Kudaro, rather than on your Google page.
If a payment fails, Stripe retries it and we email you. If the subscription lapses, paying the open invoice starts it again — you do not need to buy anything new and your placard does not need to be replaced.
Kudaro may delete loyalty data belonging to a lapsed account after 12 months, having told you first at the email address on your account.
11. Your three days
You may cancel this agreement for any reason within three business days of the date you paid, and get a full refund. You do not have to give us a reason.
To do it, email support@kudaro.app before midnight on the third business day after the date of your payment. We will cancel the subscription and refund what you paid in full, including any setup fee.
We offer this because we think it is right for a sale made at your counter. It is a term of this agreement, which means you can hold us to it, and it is in addition to any right you may have under law rather than instead of one.
Keep the placard. It costs less to leave it with you than to process a return, and the chip is locked, so it cannot be reissued to anybody else.
12. Your customers' information, and yours
Kudaro does not sell your customer data, and does not market to your customers — not on anybody else's behalf, and not on our own.
If you use only the review placard, Kudaro records that a tap happened, when, and which placard — and nothing about who tapped it.
If you turn on the loyalty feature, Kudaro also holds the phone numbers your customers enter to collect punches. Those numbers are stored encrypted. Kudaro uses them to run your loyalty programme, which includes sending the verification message described in section 7.1. Kudaro will not use them for marketing without consent collected from that customer, in marketing language, at the moment they give the number.
You are responsible for your own obligations to your customers — including any notice or consent your own signage, staff or local law requires, and including compliance with the laws that govern text messages to your customers if you ever ask us to send marketing on your behalf.
Your customers' phone numbers belong to your relationship with them, and they are yours whether or not you owe us anything. You may ask us for your list at any time while we still hold it, and we will provide it in a common machine-readable format within 30 days of asking. Section 10 says how long we keep it after an account ends.
Kudaro holds your business name and address, the Google place you chose and its location, the review destination we send taps to, your email address, your payment record, a record of which version of this agreement you accepted and when, and — if you connect your Google Business Profile — the access we need to do that on your behalf. Kudaro does not hold your card details; Stripe does.
Kudaro may use anonymous, aggregated information about how the service is used — information that does not identify you, your customers or your business — to operate and improve the service.
13. How this ends
You may cancel at any time under section 9.
Kudaro may end this agreement for any reason on 30 days' written notice, with a pro-rata refund of the unused part of the current period.
Kudaro may suspend the service immediately if you fail to pay or a payment is reversed. Suspension is not termination: pay what is owed and it resumes, and you keep the rest of the period you paid for.
Kudaro may end this agreement immediately, and without refund of the current period, if you break section 4 or section 5, or if you use the service to send customers somewhere other than a genuine review destination for your own business.
You will cover Kudaro's losses — including reasonable legal costs — arising from your breach of section 4 or section 5, from the way you ask your own customers for reviews or run your own loyalty promotion, or from any claim that your content, marks or listing infringe somebody's rights. This does not cover anything caused by Kudaro's own negligence or wilful misconduct.
Kudaro will tell you promptly about a claim it wants covered, and will not unreasonably refuse your help in defending it. Kudaro keeps control of its own defence and may settle a claim against itself, and will not settle in a way that admits fault on your part, or requires you to pay something this section does not already cover, without asking you first.
When it ends, your placard stops resolving to your review page. Nothing else of yours is affected.
Sections 3, 5, 7, 12, 13, 15 and 16 survive the end of this agreement.
14. When this agreement changes, and how we reach you
Kudaro will publish a new version. Each version has its own number, its own file, and a published record of the date it took effect. Nothing already published is ever edited.
Notice is given to the email address on your account, and is effective when sent. That address is the only way we can reach you. To change it, email support@kudaro.app from the address currently on the account and we will change it for you.
A change that reduces what you owe or what you must do takes effect straight away. You do not have to do anything and you keep the benefit.
Any other change takes effect at least 30 days after we tell you, and using the service after that date means you accept it. If you do not want it, cancel under section 9 before it takes effect; nothing further is owed and you are refunded the unused part of the period you have paid for.
A change to your recurring price takes effect at your next renewal, and Kudaro will tell you at least 30 days before it does. Continuing after that date means you accept it. If you do not want it, cancel under section 9 before it takes effect and nothing further is owed.
One change needs your actual agreement: the first introduction of a usage charge under section 7.1. Kudaro will tell you at least 30 days beforehand and ask you to accept it. If you do not accept, nothing is ever charged to you for verification messages — instead the included allowance becomes a monthly limit, exactly as section 7.1 describes. You keep the loyalty feature. You can accept at any later time and the limit lifts from then on.
If you stay at the limit for six months in a row without accepting, Kudaro may move you to the nearest plan that does not include the loyalty feature, at that plan's lower price, on 30 days' notice under this section.
Kudaro may make a change immediately, on notice, where it is required by law, by a regulator, or by a third party Kudaro depends on. We will not use that to raise your price.
The version you accepted is recorded against your business, with the date, and you can ask us which one it is at any time.
15. Disputes
Please talk to us first. Email support@kudaro.app with what happened and what you want. Most things are fixable, and we would rather fix them than argue about them. Neither of us will start formal proceedings until 30 days after that email.
If that does not resolve it, any dispute arising out of or relating to this agreement or the service will be resolved by binding arbitration before a single arbitrator administered by JAMS under its Streamlined Arbitration Rules, in San Diego County, California, or by videoconference at your election. Judgment on the award may be entered in any court with jurisdiction.
Each of us brings claims only on our own behalf. Neither of us may bring a class or collective action, and the arbitrator may not consolidate more than one person's claims.
This does not waive any right to seek public injunctive relief that cannot lawfully be waived. A claim for public injunctive relief is separated out and paused for a court to decide after everything else has been arbitrated.
Kudaro pays the arbitrator's fees and the administrative costs of the arbitration, whichever of us brings it, except that you pay your own filing fee up to what it would cost to file in court. We each pay our own lawyers unless the arbitrator decides otherwise.
Either of us may instead bring a claim in small claims court if it qualifies, and either of us may ask a court for an injunction to protect intellectual property, to protect confidential information, or to stop unauthorised access to our systems. Nothing in the 30-day step above stops either of us asking a court for urgent relief.
You may opt out of this section by emailing support@kudaro.app within 30 days of first accepting this version, saying you opt out of arbitration. Opting out changes nothing else in this agreement, and we will not treat you differently for it.
If the class-action waiver above is held unenforceable as to a particular claim, that claim alone goes to the courts named in section 16, and the rest of this section 15 continues to govern every other claim between us.
16. The ordinary legal bits
Kudaro's total liability to you arising out of or relating to this agreement or the service, on any theory — contract, tort, statute or otherwise — is limited to the amount you paid us in the twelve months before the claim.
Kudaro is not liable for lost profits, lost custom, lost reviews, lost data, or the removal or suspension of your Google listing, or for any indirect or consequential loss, even if we were told it was possible.
Nothing in this agreement limits liability that cannot lawfully be limited — including for fraud, or for death or personal injury caused by negligence.
Neither of us is liable for a failure caused by something outside our reasonable control — an outage at a provider we depend on, a network failure, a change in Google's or a carrier's rules, a natural event, or an act of government.
This agreement is governed by the laws of the State of California, without regard to its conflict of law rules. Subject to section 15, the state and federal courts in San Diego County, California have exclusive jurisdiction.
A delay in enforcing a term is not a waiver of it.
Kudaro may transfer this agreement to a company that acquires Kudaro or its business; you may not transfer it without our written agreement, which we will not unreasonably withhold.
Nothing in this agreement creates a partnership, employment relationship or agency between us, and nobody other than you and Kudaro may enforce it.
If any part of this agreement is unenforceable, it is limited to the minimum extent necessary and the rest stands.
This agreement, the payment page that recorded your acceptance of it, and any limits or rates Kudaro publishes under sections 6 and 7.1, are the whole agreement between us about the Kudaro service. Anything a reseller said that is not in here is not part of it — see section 1.
Questions: support@kudaro.app