Terms of Service

Agreement and acceptance

These Terms bind the dealership entity that creates an Engramn account, not only the individual who signs up — the person accepting these Terms represents that they have authority to bind that entity.

Order of precedence: the Data Processing Addendum, then these Terms, then the Privacy Policy.

Acceptance occurs when the person creating the account checks the box agreeing to these Terms and the Privacy Policy during signup. The date of that acceptance is recorded and is the date these Terms take effect for your account.

The service

Engramn drafts replies to the Google reviews your connected locations receive. It never sends a reply on its own — the AI drafts, and a member of your team always sends.

How replies work — human in the loop

Engramn drafts replies. It does not publish them. Every reply is created with a status of draft and is published to Google only after a member of your team approves it, and we record which user approved it. Engramn has no capability to publish a reply to Google without that approval.

You are the author and publisher of every reply sent from your account, whether you approved our draft as written or edited it first. AI-generated text can be inaccurate, can misread a review, and can miss context we do not have. Review each draft before you approve it.

Engramn scans drafts for common Google review-policy problems, such as discount offers or links, and flags them. This scan is an aid, not a guarantee of compliance with Google's policies or with any law.

Connecting your Google Business Profile

• You represent that you are authorized to connect each Google Business Profile you connect.
• Access is granted through Zernio, our Google Business Profile connectivity provider — Google's own terms govern your Google account.
• We may lose access if you revoke it or if Google changes access on its side.
• Disconnecting a location stops sync immediately.

Your data and your responsibilities

You own your Customer Data. You grant Engramn a limited license to process it solely to provide the service.

Acceptable use

You may not use Engramn to:

1. Create, submit, or procure a review or testimonial that is fake, or that is written by someone who has not had the experience described;
2. Write or publish anything that impersonates a customer, or that misrepresents who is speaking (replies must be, and must read as, the dealership's response);
3. Suppress a review — including by threatening a reviewer, making an unfounded legal threat, or making a false public accusation against a reviewer, to get a review changed or removed;
4. Offer or imply compensation conditioned on a review being positive or expressing a particular sentiment;
5. Publish content that violates Google's review-reply policies;
6. Publish anything unlawful, harassing, discriminatory, or that discloses a customer's private information.

These prohibitions reflect the FTC's Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), which carries civil penalties and applies to your dealership, not to Engramn. Flagging a review to Google for a policy violation, and publicly responding to or correcting a review, remain permitted.

Engramn provides no SMS or outbound-marketing capability. Do not use Engramn to send solicitations.

Fees, billing, and location count

• A per-active-location monthly price, shown on our pricing page at the time you subscribe and reflected in the Stripe subscription you agree to at checkout.
• The Stripe subscription's quantity equals your active connected-location count.
• Connecting a location increases quantity; disconnecting decreases it, effective per Stripe's proration rules.
• Monthly term, auto-renewing.
• Card data is handled by Stripe directly and never reaches Engramn.
• Fees are exclusive of applicable taxes, which you are responsible for.
• A failed payment may result in suspension of the service until it is resolved.
• Refunds are not provided for partial billing periods, except as required by law.

Term, suspension, and termination

You may cancel at any time through the billing portal, effective at the end of your current monthly billing period. Engramn may terminate or suspend your access for breach of these Terms or for non-payment.

On termination, your access to the product ends. Reviews, drafts, and sent-reply audit records already in Engramn remain available for export for 30 days, and are deleted at the end of that window — see the Privacy Policy's Retention and deletion section — except that sent-reply audit records are retained as evidence. Replies already published to Google before termination are unaffected; Engramn does not and cannot un-publish them.

Confidentiality, intellectual property, and feedback

Each party will protect the other's confidential information with the same care it uses for its own, and at least reasonable care, and will use it only to perform this agreement.

Engramn owns the software, prompts, model configuration, and aggregated, de-identified statistics that cannot identify you, your locations, or any consumer. You own your Customer Data.

If you give us feedback or suggestions about the product, we may use them without any obligation to you.

Third-party services

Zernio, Google, Stripe, and our AI providers are named throughout this agreement and in our Subprocessors page; their own terms govern their respective services. Engramn is not liable for their availability or changes to their services — a Google or Zernio outage stops review sync and reply posting, though it does not affect data already stored in Engramn.

Disclaimers

The service is provided “as is.” We do not warrant that AI-drafted output is accurate, that using Engramn will produce any particular review volume or rating outcome, or that Google Business Profile will be continuously available.

Limitation of liability

Each party's total liability arising out of this agreement is capped at the fees you paid in the 12 months before the claim. Neither party is liable for indirect, incidental, or consequential damages.

This cap does not apply to your indemnification obligations, to a breach of Acceptable use, or to either party's willful misconduct.

Indemnification

You indemnify Engramn for claims arising from content you publish through the service, a breach of Acceptable use, submission of nonpublic personal information or protected health information contrary to Your data and your responsibilities, or your own violations of law.

Engramn indemnifies you against third-party intellectual-property claims arising from the service itself.

Dispute resolution

Any dispute arising out of this agreement will be resolved by binding individual arbitration under the American Arbitration Association's Commercial Arbitration Rules.

• You and Engramn each waive the right to bring or participate in a class action or class arbitration.
• You and Engramn each waive the right to a jury trial, as a backstop if arbitration is ever held unenforceable.
• Either party may instead bring an individual claim in small-claims court where it qualifies.
• Either party may seek injunctive relief in court for a breach of intellectual property or confidentiality obligations.
• You may opt out of this arbitration agreement within 30 days of the date you first accepted these Terms when creating your Engramn account, by written notice to legal@watchgridstudio.com.

The arbitration seat is Texas, and this agreement is governed by the laws of the State of Texas.

General

• Governing law: the laws of the State of Texas.
• This agreement is not assignable by you without our consent, except to a successor in a merger or acquisition.
• Neither party is liable for delay caused by events outside its reasonable control.
• Notices to you may be sent by email to your billing contact.
• This agreement, together with the DPA and the Privacy Policy, is the entire agreement between us.
• If any provision is found unenforceable, the rest of this agreement remains in effect.
• We will give at least 30 days' notice of a material change. Continued use after a change takes effect is acceptance of it; a materially adverse change gives you the right to terminate.

WatchGrid Studio LLC is a Texas limited liability company doing business as Engramn. Legal notices to us must be sent to legal@watchgridstudio.com and are effective on delivery. Formal service of process should be made on our registered agent on file with the Texas Secretary of State.