Lewis & Grey International, Inc.
Principal Address: Ste A, 8 The Green, Kent County, Dover, Delaware 19901, USA
Effective Date: November 3, 2025
Governing Law: Delaware, United States
Customer Type: Business/Commercial Client Only
1) Parties; Acceptance; Contract Structure
1.1 Parties.
These Terms of Service ("Terms") are between Lewis & Grey International, Inc., a Delaware corporation, ("Company," "we," "us," "our") and the business customer identified in an order form, statement of work (SOW), proposal, invoice, and or click-through acceptance ("Customer," "you").
1.2 Acceptance.
By executing or accepting an Order (order form, SOW, proposal, invoice, and or click-through acceptance) and or by using the Services, you agree to these Terms.
1.3 Order of Precedence.
Each Order sets commercial details (scope, fees, term). If there is a conflict, the Order controls for commercial specifics; these Terms govern legal and risk allocation.
1.4 Affiliates; Beneficiaries.
Our affiliates (including Lewis & Grey International Pty Ltd (Australia), the "AU Affiliate") may assist with delivery and or billing. Affiliates are third-party beneficiaries of protections in these Terms (e.g., confidentiality, indemnity, limitations of liability).
1.5 Business Customer; No Consumer Use.
You represent and warrant that you are entering these Terms solely for business, commercial, and or professional purposes, not for personal, family, or household use. You further represent that you are not a "consumer" under the Consumer Review Fairness Act (15 U.S.C. § 45b) and or any analogous consumer-protection statute, to the maximum extent permitted by law. If, despite the foregoing, any law deems you a consumer for a particular issue, only the non-waivable portions of that law apply, and then only to that issue.
2) Definitions
"Services": Reputation, including but not limited to the preparation and submission of content-removal requests to third-party platforms (e.g., Google), strategy, outreach, content, reporting, and any hosted tools.
"Deliverables": Work product we create for you under an Order.
"Lewis & Grey Materials": Our pre-existing or independently developed methodologies, software, templates, data models, and know-how.
"Confidential Information": Non-public information disclosed by a party that is marked or reasonably understood as confidential.
"Platforms": Third-party sites/services (e.g., Google, hosts, review sites) to and or through which requests are submitted.
3) Services; Relationship; No Legal Advice
3.1 Scope.
We will provide the Services described in the applicable Order using commercially reasonable efforts and professional judgment.
3.2 No Legal Advice.
We are not a law firm and do not provide legal, regulatory, or compliance advice, legal services, or representation; no attorney–client relationship is formed, no privilege attaches, and nothing in the Services or Deliverables should be construed as legal advice. Any legal-related information we may provide is general, non-authoritative, and for informational purposes only. You are solely responsible for obtaining timely, independent advice from qualified counsel, evaluating legal risk, and making all decisions and actions (including compliance with platform terms and applicable laws and regulations). We do not monitor, interpret, or update you on changes in law or platform policy unless an Order expressly states otherwise. Without limiting §4, you represent that your instructions and materials are lawful and suitable for submission, and you acknowledge our role is limited to communications/reputation services and is not the practice of law.
3.3 Third-Party Platforms.
We do not control Platforms and make no promise or warranty that any Platform will: (a) grant a request; (b) remove, suppress, or de-index content; (c) respond or act within any particular timeline or service level; or (d) maintain policies, procedures, search/ranking behavior, APIs, escalation paths, contact channels, or service availability unchanged. Platform decisions, timing, enforcement, throttling, and outages are outside our control and do not constitute our breach or failure of the Services. Except as expressly stated in an Order, we are not obligated to appeal, refile, or continue correspondence after an initial good-faith submission; any further engagement may be scoped and billed separately. Platforms may require identity verification, evidence, consents, or account access; you must timely provide these and authorize us to communicate with the Platform as your agent for the limited purpose of the Services. We may refuse to prepare or submit a request we reasonably believe would be unlawful, misleading, defamatory, or contrary to Platform terms; such refusal is not a breach. If a Platform changes policies or rejects a request for reasons not attributable to our material error, any additional work to conform, re-submit, or monitor is out-of-scope under §10.2 and chargeable under §5.
4) Customer Responsibilities
4.1 Accurate Inputs.
Provide timely, accurate information, approvals, and access; you have all rights to the materials and instructions you provide.
4.2 Compliance.
You will comply with laws and Platform terms and will not direct us to submit false, misleading, and or unlawful materials.
4.3 Point of Contact.
Designate a single decision-maker with authority to give instructions and accept Deliverables.
4.4 Dependencies.
Your delays and or omissions may extend timelines and incur additional fees.
5) Fees; Taxes; Invoicing; Chargebacks; Collections
5.1 Fees & Payment.
Unless stated otherwise, fees are due in advance, non-cancellable once the billing period begins, and payable within 10 days of invoice.
5.2 Taxes.
Fees exclude taxes; you pay applicable taxes (other than our income taxes).
5.3 Late Amounts.
Past-due amounts accrue the lesser of 1.5% per month or the legal maximum; you will reimburse reasonable collection and attorneys' fees for undisputed past-due amounts.
5.4 No Setoff; No Chargebacks.
You waive setoff/holdback and agree not to initiate chargebacks. Initiating a chargeback, payment dispute, or refund/return request with any bank, card network, payment service provider, or processor (a "Payment Provider Claim") is a material breach. You must first notify us and allow a ten (10) day internal dispute/cure process before filing any Payment Provider Claim. If you nevertheless file one, you will promptly withdraw or reverse it and pay: (i) the disputed amounts; (ii) all assessments, fines, penalties, retrieval/chargeback fees, increased processing fees, reserves, holds, or account restrictions imposed on us by any payment provider; (iii) our reasonable attorneys' fees and collection costs; and (iv) other reasonably foreseeable damages, including harm to our standing with such providers. You agree to indemnify us for all losses arising from any Payment Provider Claim you initiate in breach of this Section.
5.5 Auto-Pay Authorization.
If you provide a payment method, you authorize recurring charges per the Order and authorize us (or our processors/affiliates) to store and use it for renewals and unpaid balances.
5.6 Direct Debit Authorization.
You authorize Company, its processors, and the AU Affiliate acting as Company's payment agent to initiate automatic debits/charges (including ACH, card, and or comparable direct-debit rails) to your designated account and or card for fees, renewals, taxes, and unpaid balances, and to securely store credentials for recurring use. You will maintain a valid method on file and cure failed payments within 3 business days.
6) Payment Processing by AU Affiliate (No Change to Law)
6.1 Agency for Receipt of Funds.
You authorize Lewis & Grey International Pty Ltd (AU Affiliate) and our processors to process payments and issue invoices/receipts on our behalf (including as merchant of record for certain transactions).
6.2 No Novation; Satisfaction.
AU Affiliate acts as our agent for receipt of funds. Payment to AU Affiliate satisfies your payment obligation to Company for the corresponding invoice. This does not novate or alter the contracting party or these Terms.
6.3 Currency/FX/Fees.
Transactions may be processed in USD and or another designated currency; you are responsible for FX spreads, bank charges, and or network fees.
6.4 Governing Law Unchanged.
Notwithstanding AU Affiliate's involvement, Delaware law and the dispute-resolution provisions below control.
7) Term; Renewal; Suspension; Termination
7.1 Term & Renewal.
Each Order starts on its effective date and, unless otherwise stated, renews automatically for successive terms equal to the initial term unless either party gives 30 days' written non-renewal notice.
7.2 Suspension.
We may suspend Services for non-payment, legal/security risks, and or your breach of Sections 4 and or 12, without liability to you; during any suspension, Services are unavailable and are not eligible for refunds, credits, extensions, or offsets, and fees, minimums, and non-cancellable commitments continue to accrue until cure.
7.3 Termination for Cause.
We may terminate an Order for uncured material breach after 10 days' written notice (or immediately for unlawful conduct, non-payment, or platform-abuse).
7.4 Effect.
Upon termination: (i) accrued/unpaid fees become immediately due; (ii) licenses in §11 terminate except as expressly surviving; and (iii) each party returns/destroys the other's Confidential Information on request.
8) Refunds (Guarantee Condition)
Refunds are generally discretionary; however, we operate a conditional guarantee. On occasions where we determine high confidence in a removal request, your Order may expressly include a "Performance Guarantee" or "Money-Back Guarantee." In such specific instances, if we fail to achieve "Success" (as defined in Section 9) within the timeline specified in the Order, you will be entitled to a full refund of the fees paid for that specific line item. Where no such guarantee is expressly listed in the Order, refunds remain in our sole discretion, and we may issue a credit or other accommodation which is one-time, non-precedential, and may be conditioned on a release. This section applies to the maximum extent permitted by law and does not limit non-waivable consumer rights (inapplicable to B2B status by §1.5 except where law deems otherwise).
9) Outcome Definition (Review-Removal & Similar Requests)
For Services involving requests to Platforms (e.g., Google): "Success" is defined as the removal, de-indexing, permanent suppression, or anonymization of the targeted content, link, or review by the Platform. You acknowledge that while we utilize professional skill and legal-linguistic frameworks to achieve this result, we cannot physically control third-party Platforms. Accordingly, unless a "Performance Guarantee" is strictly applied via Section 8, fees are process-based for our professional time and advisory Services, not contingency-based, and are not refundable solely because a Platform denies or ignores a request.
10) Delivery; Acceptance; Changes
10.1 Delivery & Acceptance.
Deliverables are deemed accepted on the earliest of: (a) your written acceptance and or affirmative reply to our correspondence (including email) within twenty-four (24) hours of receipt; and or (b) twenty-four (24) hours after your receipt of our correspondence transmitting the Deliverables or notice of completion if you do not provide a written, specific rejection identifying material non-conformance with the Order; and or (c) your first productive use.
10.2 Change Orders.
Out-of-scope work requires a written change order and may impact timelines and fees.
11) Intellectual Property; Licenses; Feedback
11.1 Lewis & Grey Materials.
We retain all rights in Lewis & Grey Materials. No ownership transfers by implication.
11.2 Deliverables License.
Upon full payment, we grant you a non-exclusive, non-transferable, non-sublicensable license to use Deliverables for your internal business purposes under the Order.
11.3 Customer Materials.
You grant us a license to use your trademarks and content solely to perform the Services. You represent you have all necessary rights.
11.4 Feedback.
We may use feedback without restriction and without duty to account.
12) Acceptable Use; Prohibited Conduct
You will not (and will not allow others to) use the Services to: violate law or third-party rights; submit unlawful/defamatory/misleading materials; interfere with Platform integrity, security, and or rate limits; reverse-engineer our tools; introduce malware and or spam.
13) Confidentiality; Data Protection
13.1 Confidentiality.
Each party will protect the other's Confidential Information with at least reasonable care and use it only to perform/receive Services. Disclosures compelled by law are permitted with prompt notice where lawful.
13.2 Personal Data.
We will handle personal data in accordance with applicable law and our privacy notices. International transfers (including to the U.S. and or Australia) may occur with appropriate safeguards.
13.3 No Sensitive Regimes (by default).
Unless a signed addendum provides otherwise, we do not process data subject to sectoral regimes (e.g., HIPAA, GLBA, PCI DSS) as a service provider.
14) Publicity; Testimonials
With your written consent, we may use your name/logo for factual client listings and or case descriptions. If you provide testimonials, you grant us rights to display them consistent with law and advertising standards.
15) Non-Disparagement; Anti-Defamation/Anti-Slander (B2B; CRFA fallback only)
15.1 B2B Commitment.
As a business customer, you represent and warrant that you are entering these Terms solely for business, commercial, and or professional purposes, are not a consumer, and you expressly waive any consumer-law rights and or remedies to the maximum extent permitted by law (for any non-waivable rights, see §15.2). You further agree not to publish, post, solicit, fund, coordinate, and or otherwise communicate negative or disparaging reviews or statements—including ratings below five (5) stars.
16) Indemnification; Hold Harmless (Customer)
You will defend, indemnify, and hold harmless Company, the AU Affiliate, and their officers, directors, employees, and contractors from and against all claims, losses, liabilities, damages, fines, costs, and expenses (including reasonable attorneys' fees) arising out of and or related to: (a) your materials, data, or instructions; (b) your breach of these Terms or law; (c) alleged defamation or rights violations arising from content you provided or directed; and or (d) disputes between you and the Company and or its Affiliate(s). We will reasonably cooperate (at your expense) and may participate with counsel of our choice at our own expense.
17) Warranties; Disclaimers
17.1 Authority.
Each party warrants it has authority to enter these Terms.
17.2 Disclaimer.
THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY GUARANTEE OF THIRD-PARTY OUTCOMES.
18) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER COMPANY NOR THE AU AFFILIATE WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, AND OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) THE AGGREGATE LIABILITY OF COMPANY AND THE AU AFFILIATE ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SPECIFIC ORDER GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THESE LIMITS APPLY TO ALL THEORIES AND AFFILIATED PARTIES AND ARE A FUNDAMENTAL ALLOCATION OF RISK.
19) Compliance; Export; Sanctions; Anti-Corruption
You will not use the Services in violation of U.S. export controls or sanctions and will comply with anti-bribery/anti-corruption laws (e.g., FCPA, UK Bribery Act). We may refuse, suspend, or terminate Services where compliance risk is identified.
20) Third-Party Services & Platforms
Interactions with Platforms are subject to their terms, policies, and decisions. We are not responsible for Platform availability, actions, and or outcomes. You authorize us to act as your agent to submit requests/communications to Platforms as required and or appropriate to perform the Services.
21) Force Majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control (acts of God, disasters, epidemics/pandemics, labor disputes, government actions, war/terrorism, civil unrest, utility and or network failures, Platform outages). Affected obligations are suspended during the event; fees remain due for work performed and non-cancellable commitments.
22) Notices
Legal notices must be in writing and delivered by personal delivery, recognized courier, and or email with confirmation to the addresses in the Order (or updated in writing). Notices are deemed given on receipt (or, for email, when sent without bounce-back).
23) Records; Audit for Billing Disputes (Limited)
For good-faith fee disputes exceeding USD $25,000 in a rolling 12-month period, you may request once per year a confidential review of time/expense records for the disputed period by an independent auditor under NDA; any adjustment is your sole remedy.
24) Insurance (Provider)
We maintain commercially reasonable business insurance (e.g., general liability). We are not obligated to name you as additional insured unless expressly stated in an Order.
25) Government End-Users
Any software/tools we provide are "commercial items." Government end-users' rights are limited to those expressly granted here.
26) Dispute Resolution; Arbitration; Class-Action & Jury Waivers
26.1 Good-Faith Negotiation.
The parties will first attempt in good faith to resolve disputes within 30 days after written notice.
26.2 Binding Arbitration.
If unresolved, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. Seat/venue: Delaware, USA; language: English; one arbitrator; each side bears its own fees and or costs unless the arbitrator awards otherwise. Court relief for injunctive/equitable remedies to protect IP, confidentiality, payment, or §15 is permitted.
26.3 Class/Collective/Representative Action Waiver; No Consolidation.
Claims must be brought individually and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, private attorney-general, or representative proceeding; class arbitration is prohibited. The arbitrator shall have no authority to consolidate, join, or coordinate claims of different persons, to preside over any class, collective, private attorney-general, or representative proceeding, or to award relief for or against anyone who is not a party to the arbitration. Any relief awarded shall be limited to the individual party seeking relief and shall not affect other customers or third parties. If a court of competent jurisdiction determines that this waiver is unenforceable as to any claim, then—solely as to that claim—§26.2 (Arbitration) shall be inapplicable, and the claim must be litigated exclusively in the courts specified in §27 on an individual (non-class, non-representative) basis. This §26.3 is a material, bargained-for provision and a basis of the parties' agreement.
26.4 Jury Trial Waiver.
To the extent any claim is litigated, both parties waive jury trial.
26.5 Opt-Out.
You may opt out of arbitration (not the class waiver) by written notice within 30 days after first acceptance.
27) Governing Law; Venue
These Terms are governed by Delaware law. Subject to §26, the state and federal courts in Delaware (including the U.S. District Court for the District of Delaware) have exclusive jurisdiction and venue; the parties consent to personal jurisdiction.
28) Survival of Rights
To the maximum extent permitted by law, all provisions of these Terms (including all rights, obligations, covenants, and remedies) survive termination or expiration and continue in full force and effect.
29) Severability
If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will continue in full force and effect.
30) Assignment; Subcontracting; Affiliates
You may not assign these Terms without our prior written consent (not unreasonably withheld). We may assign to an affiliate or in connection with merger, sale, or reorganization. We may engage subcontractors/affiliates; we remain responsible for their performance.
31) Relationship of the Parties
The parties are independent contractors. No partnership, joint venture, fiduciary, agency, or employment relationship is created, except that the AU Affiliate may act as payment agent under §6.
32) Changes to These Terms (Unilateral Updates; Binding Effect)
We may modify, update, replace these Terms at any time in our sole discretion, to the maximum extent permitted by law. We will indicate the Effective Date at the top and may provide notice by reasonable means (posting on our website, in-product banners, dashboard prompts, and or email/SMS to account contacts). Unless stated otherwise, changes take effect upon posting and apply prospectively. Your continued access to and or use of the Services after the Effective Date constitutes acceptance, and you agree to be bound. If you do not agree, you must cease using the Services and, if applicable, provide required non-renewal/termination notice; amounts accrued remain due. We may require re-acceptance (and or click-through) to continue use. For material dispute-resolution changes (arbitration/class waiver), we will provide special notice and, where required by law, a reasonable opt-out window, which will not affect disputes filed before the Effective Date. Policies, guidelines, and addenda referenced by these Terms may also be updated unilaterally and are incorporated by reference. If an Order (e.g., SOW/Order Form) expressly conflicts with a later Terms update, the Order controls for that commercial item; otherwise, the updated Terms control. We may maintain an archive of prior versions for reference.
33) Electronic Communications; E-Signature; Counterparts
You consent to transact electronically and to electronic signatures. Click-through acceptances are binding. These Terms may be executed in counterparts and by electronic means.
34) Time Limit to Bring Claims
Any claim arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim accrues; otherwise it is permanently barred, to the maximum extent permitted by law.
35) Entire Agreement; No Reliance; Waiver
These Terms and each Order constitute the entire agreement and supersede all prior or contemporaneous understandings. Each party acknowledges it has not relied on any representation not expressly set forth herein. Any waiver or modification must be in writing and signed by authorized representatives (except updates under §32).