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Terms & Conditions

Maverick Creative Group (“Maverick”) will provide its subscription service through the Maverick Customer Experience & Reputation Marketing platform (the “Subscription Service”), and any professional services in relation to the implementation of the Subscription Service (the “Professional Services”; the Subscription Services and Professional Services may hereinafter be generally referred to as the “Services”) in accordance with these Terms and any terms and conditions provided for in a customer agreement, reseller agreement, or order form for the Subscription Service (all such documents may be referred to as an “Order Form”) or a statement of work for the delivery of Professional Services (“Statement of Work”).

Client understands, acknowledges, and agrees that onboarding and implementation of the Services may take up to 2 hours over a 4-week period of time. Client’s reasonable and timely participation in the onboarding process is a vital component of delivering the Services, and any delays in this process caused by Client will not affect the duration of any agreement and will not provide a basis for non-payment or termination.

1.1 Third Party Sites

To the extent that Client requests or otherwise causes the Subscription Service to be integrated with, or make use of data from, other websites or services (e.g., Facebook, Google+, and Twitter) (“Third Party Sites”), Client agrees that Maverick does not have control over the terms of use, privacy policies, operation, intellectual property rights, performance, service levels, or content of any Third Party Sites; and Maverick disclaims all responsibility and liability for any use of Third Party Sites.

The Services incorporate or make use of certain third-party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable license for such Third Party Software. Such Third Party Software includes but is not limited to the following software and services, and by use of the Services, Client agrees to be bound by the terms of said Third Party Software:

Client understands that in order for its customers, end users, or others to leave a review about its product or services on Google, Facebook, Twitter, and similar third-party sites, it may be required to have an active, registered account on the relevant third-party platform.

1.2. Subscription Service Content

During Client’s use of the Subscription Service, Client may receive data generated by the Subscription Service. Client may display such generated data on Client’s website but may not modify the data or otherwise use it for any other purposes without Maverick’s prior express written approval. For purposes of clarification, data generated by the Subscription Service may include data and content that is owned or licensed by a third party, and Client’s use of such third-party data and content is limited further by such third party’s applicable license terms and website terms of use. Maverick hereby disclaims responsibility and/or liability in full for Client’s use of any such third-party data and content under these Terms.

1.3 Obligations With Respect to Third Party Sites

When using the Services, Client agrees to adhere to the Terms of Service of all major review sites, including but not limited to Google, Facebook, Yelp, and other review sites.

Client’s use of the Maverick platform cannot implement any form of review gating. Review gating is a process where companies send a message to customers asking if their experience was positive or negative. Those who had a positive experience are directed to leave an online review. Those who had a negative experience are typically sent to a form to leave comments that are not made public.

Client agrees to use the Services in compliance with all FTC guidelines and rules regarding the solicitation and use of fake or misleading reviews, including but not limited to 16 CFR Part 465: Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (Final Rule).

Maverick may provide its Clients with a Reviews widget that allows customization of the Reviews shown on the Client’s website. It is Client’s sole responsibility to ensure that the settings comply with all applicable laws.

When soliciting reviews using the Maverick platform, Client must provide all recipients with the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.

Client’s use of the Maverick platform must fully comply with sites such as Yelp that prohibit first-party or third-party review solicitation, and Client will not misuse the Maverick platform to bypass review sites’ policies.

If Client attempts to circumvent the Terms of Service of third-party review sites, Maverick will notify Client and allow 30 days to take corrective action. Should Client fail to comply within the 30-day notice period, Client’s account will be suspended from Maverick.

2. FEES AND PAYMENT

2.1 Fees.

Client shall pay Maverick Creative Group the undisputed fees in the currency and on the date specified in each Order Form or Statement of Work. Payments are due within thirty (30) days of Client’s receipt of Maverick’s invoice unless otherwise agreed in the applicable Order Form or Statement of Work. All fees exclude applicable sales, excise, value-added, or use taxes. Except for income taxes on Maverick’s net income, Client shall pay or reimburse Maverick for any national, federal, provincial, state, local, or other taxes and assessments that are legally payable by Client for the charges, services, or payments provided hereunder. Client shall not deduct such taxes, duties, or assessments from payments made to Maverick. This provision shall survive termination of these Terms and applies regardless of when any tax obligations are asserted (e.g., deficiency assessments after the Terms have ended). Client will notify Maverick of any invoice dispute within thirty (30) days of receipt, after which both parties will work in good faith to resolve the issue.

2.2 Late Payments.

Client’s failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is overdue by thirty (30) days, Maverick may, at its discretion: (i) charge a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, compounded monthly; and/or (ii) suspend Client’s access to the Subscription Service and/or delivery of Professional Services. Suspension or resumption of services does not limit or prevent Maverick from pursuing other available remedies.

2.3 Auto Renew.

If Client enters into an agreement for Services with Maverick, the agreement will auto-renew in accordance with applicable law as outlined herein. Unless otherwise specified in the Order Form or Statement of Work, any agreement for Services will auto-renew for the same duration as the initial term unless written notice of non-renewal is provided to Maverick at least 90 days before the renewal date.

3. PROPRIETARY RIGHTS

3.1 Ownership; License; Retained Rights.

Maverick owns all rights, title, and interest in the Subscription Service, including all modifications, enhancements, upgrades, derivative works, and related intellectual property rights (“Rights”), as well as any Rights developed during the delivery of Professional Services. Maverick grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service and any deliverables from Professional Services for the term of the applicable Order Form or Statement of Work. Feedback, suggestions, or ideas provided by Client regarding the Services (“Feedback”) are assigned to Maverick, who shall own all rights to such Feedback, including intellectual property rights. All rights not expressly granted are reserved by Maverick.

3.2 Restrictions.

Unless permitted in writing by Maverick, Client may not, and may not allow others to: (i) copy, modify, or derive works from the Subscription Service; (ii) use or analyze the Subscription Service to design a competitive product or service; or (iii) resell or use the Subscription Service in a service bureau.

3.3 Data Collection, Ownership, and Use.

3.3.1 Client Data.

During this Agreement’s term, Client grants Maverick a limited, non-exclusive, royalty-free, revocable, worldwide license to use and disclose necessary Client information submitted in connection with the Subscription Service (e.g., Personal Data, submitted content, transaction details, survey data) (“Client Data”). Client retains ownership of all Client Data, and Maverick will not market or sell Client Data to third parties. Maverick may access Client Data through managed services (“Managed Services”) with Client-provided login credentials for CRM integration. Managed Services are typically performed weekly, with options to adjust frequency upon request.

3.3.2 Maverick Data.

Maverick retains ownership of all data generated, stored, or collected by its technology, excluding Client Data (“Maverick Data”). Maverick Data includes, but is not limited to, reviews posted to Maverick microsites. Client has a limited, perpetual license to use Maverick Data generated by the Subscription Service, subject to the limitations in Section 3.3.3.

3.3.3 Third-Party Data.

Data generated by the Subscription Service may include third-party data subject to licensing terms. Maverick disclaims responsibility and liability for Client’s use of any third-party data or content. Upon termination, third-party data and content must be destroyed, and Client’s access will end.

3.4 Privacy Policy; Personal Data; Security.

The collection, use, and storage of Personal Data through Maverick’s website are governed by Maverick’s Privacy Policy. If processing of Personal Data is required, Maverick will follow its Data Processing Addendum. Both documents are incorporated into these Terms. Maverick will maintain an industry-standard security program designed to: (i) protect Client Data; (ii) prevent unauthorized access; and (iii) address security threats. In the event of a security breach involving Client Data, both parties agree to promptly notify and assist each other to mitigate any potential damages.

3.5 Confidential Information.

“Confidential Information” refers to any information disclosed by either party that is confidential or proprietary, including the Subscription Service, Professional Services, terms of this Agreement, and proprietary information. Each party agrees to protect the other’s Confidential Information using at least the same care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information excludes information that (i) becomes public through no fault of the receiving party, (ii) was developed independently, or (iii) is lawfully disclosed by a third party.

3.6 Use of Artificial Intelligence.

Some Maverick Services use artificial intelligence. By agreeing to these Terms, Client consents to the use of artificial intelligence as applicable. Maverick will process all data through AI models per its Privacy Policy, DPA, and security policies. Maverick will not use Client or end-user data to train third-party AI models, applying the highest ethical standards to all AI features.

4. WARRANTY; LIMITATIONS OF LIABILITY; INDEMNITY

4.1 Maverick Warranty.

Maverick Creative Group represents and warrants that (i) it has all rights, title, and interest necessary to provide the Subscription Service and Professional Services to Client under these Terms and each Order Form or Statement of Work; (ii) the Subscription Service will perform materially in accordance with the terms of this Agreement; (iii) the functionality of the Subscription Service will not be materially decreased during the term of this Agreement; (iv) Maverick shall use industry-standard virus protection to prevent any viruses, time bombs, or disabling code from the Subscription Service; and (v) it shall comply with all applicable laws in its provision of the Subscription Service. Additionally, Maverick shall perform Professional Services in a professional and workmanlike manner in line with industry standards.

4.2 Client’s Warranty.

Client represents and warrants that (i) Client has obtained all necessary consents and authorizations to receive the Subscription Service and/or Professional Services; (ii) each site where the Subscription Service is deployed includes a privacy policy disclosing third-party technology usage and data collection/usage resulting from the Subscription Service, in compliance with all applicable privacy laws, rules, and regulations (without requiring identification of Maverick or any Subscription Service unless mandated by law); (iii) Client’s websites using the Subscription Service contain no defamatory material, illegal activity promotion, or hate speech; and (iv) Client has acquired ownership or licensing rights to all Client Data, including Personal Data, and obtained any required waivers or opt-in agreements from users and customers as required by law.

4.3 Warranty Disclaimer.

EXCEPT AS PROVIDED HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL, OR WRITTEN) REGARDING THE SERVICES OR ANY SUPPORT RELATED THERETO, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, DATA ACCURACY, AND WARRANTIES ARISING FROM A COURSE OF DEALING. MAVERICK DOES NOT GUARANTEE THAT USE OF ITS SERVICES WILL IMPROVE CLIENT’S SEARCH ENGINE RANKINGS.

4.4 Limitations of Liability.

EXCEPT AS OUTLINED BELOW, THE LIMITATIONS OF LIABILITY IN SECTIONS 4.4.1 AND 4.4.2 WILL APPLY IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH DAMAGES ARE CLAIMED. THE LIMITATIONS WILL NOT APPLY TO AMOUNTS DUE FOR SERVICES UNDER THESE TERMS. BOTH PARTIES WILL REASONABLY ATTEMPT TO MITIGATE DAMAGES CAUSED BY THE OTHER PARTY. HOWEVER, THE LIMITATIONS WILL NOT APPLY WHERE PROHIBITED BY LAW.

4.4.1 No Special Damages.

EXCEPT FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR INFORMATION LOSS, EVEN IF ADVISED OF SUCH POSSIBILITIES.

4.4.2 Liability Cap.

EXCEPT FOR CLAIMS ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNITY OBLIGATIONS, DATA BREACHES, OR CLIENT’S PAYMENT OBLIGATIONS, NEITHER PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL EXCEED THE FEES PAID OR PAYABLE BY EITHER PARTY OVER THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. For Clients in Australia, applicable limitations apply under Australian Consumer Law (CCA).

4.4.3 Liability Cap for Data Breaches, Indemnity, and Gross Negligence or Willful Misconduct.

Notwithstanding Section 4.4.2, the maximum liability of Maverick for claims related to data breaches, indemnification, or gross negligence or willful misconduct will not exceed two times the fees paid or payable in the twelve (12) months before the claim arose.

4.4.4 Cumulative Liability.

The caps in this section are cumulative for all claims (not per incident) and apply collectively to each Client and its affiliates.

4.4.5 Time to Bring Claim.

Any claim related to these Terms must be brought within twelve (12) months of its occurrence, unless prohibited by law.

4.5 Client’s Indemnity.

Client shall indemnify, defend, and hold harmless Maverick, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) from any third-party claims related to Client’s website or applications using the Subscription Service that infringe on intellectual property rights.

4.6 Maverick Indemnity.

Maverick shall indemnify, defend, and hold harmless Client, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) from third-party claims that the Subscription Service, as provided to Client, infringes intellectual property rights. Maverick is not obligated to indemnify Client for infringement claims arising from (i) Client-developed infringing content, (ii) unauthorized modifications or uses of the Subscription Service, or (iii) Client’s actions contrary to this Agreement. If Client’s use of the Subscription Service is restricted due to infringement claims covered by Maverick’s indemnification, Maverick may (x) obtain the rights for continued use, (y) replace or modify the Subscription Service to be non-infringing, or (z) terminate the Service and refund any unused fees.

4.6.1 Sole Obligation for Infringement Claims.

The indemnification obligations in Section 4.6 are Maverick’s sole obligations for infringement claims.

4.7 Indemnification Conditions.

Indemnification obligations are subject to: (a) prompt notice of claims by the indemnitee (failure to provide notice does not excuse the indemnitor unless it materially prejudices defense); (b) sole control of defense and settlement by the indemnitor; and (c) reasonable cooperation in the defense. The indemnitee may participate in the defense at its own expense and may not settle claims unless the indemnitor has declined to defend.

4.8 Proportional Liability.

Each indemnitor’s liability for any indemnified claim is limited to its proportional contribution. Neither party is liable for losses related to indemnified claims caused by the other party’s actions.

5. TERM AND TERMINATION

5.1 Term.

These Terms commence on the Effective Date of the first Order Form or Statement of Work and remain effective as long as any such Order Form or Statement of Work referencing these Terms is active. All payment obligations are non-cancellable, and payments made are non-refundable unless specified otherwise.

5.2 Termination for Breach.

If either party breaches a material term and fails to cure it within thirty (30) days of notice, the non-breaching party may terminate these Terms or the specific Order Form/Statement of Work. Upon termination due to Client’s breach, Client must pay for rendered services and any remaining term charges. Upon termination solely due to Maverick’s breach, Maverick shall refund any prepaid, unused fees.

6. INNOVATION FEE

At each auto renewal, Maverick will apply an 8% Innovation Fee on all recurring service fees to cover product enhancements and inflation unless agreed otherwise for contracts established before April 1, 2024. This fee is automatically included in the annual invoice as specified in the Order Form or Statement of Work.

7. Maverick Payments

Stripe Terms of Service: Client agrees to be bound by Stripe Terms of Service located at: https://stripe.com/ssa. The Stripe Terms of Service may be modified periodically by Stripe in its sole discretion.

No PCI DSS Liability: Client understands, acknowledges and agrees that all payment transactions processed through Maverick Payments are done through a third-party payment processor which is Level 1 PCI DSS compliant. Since Maverick does not store any payment card information, it is not subject to PCI DSS, and as a result, Maverick shall be released from any and all liability or claims related to or arising out of PCI DSS.

No Refunds of Payment Fees; Client Liability to Its Customers for Refunds: Maverick will not refund any Payment Fees upon a refund, chargeback, or other reversal of a transaction. The amount of the refund transaction will be sent to Client’s customer directly, but Client shall remain liable to Maverick for the Payment Fees, which Maverick will deduct from Client’s payment account for the original transaction. Client agrees to indemnify Maverick against any claims related to or arising out of any claims by Client’s customer related to the amount of any refund, chargeback, or similar issue. In the event Client’s payment account does not contain the funds required to process the refund or cover the Payment Fees, Client gives Maverick the right to debit Client’s bank account directly to cover the shortfall.

Right to Cancel or Adjust Pricing: Maverick reserves the right to terminate Client’s access to and use of Payments if Maverick, in its sole discretion, determines that Client poses too great of a risk to continue using the Payments service. In addition, Maverick reserves the right to modify the Payment Fees, upon written notice (for which an email will suffice), in its sole discretion if Maverick determines that different Payment Fees are required to cover the risk posed by Client’s use of the Payments service.

Hardware/Terminals: Client may be provided with hardware (i.e., a “terminal”) to assist with point-of-sale purchases using the Payments service. Client will be responsible for maintaining the terminal and will, upon termination of the Payments service or upon reasonable request from Maverick, return all terminals in good condition and good working order.

Disputes: For disputed transactions (including allegedly fraudulent transactions), Client is responsible for providing evidence of the relevant transaction(s) through the tools provided by Maverick. Maverick is not responsible for providing the evidence, nor will it be liable to Client for lost disputes or any and all losses or damages arising out of or related to a lost dispute.

8. Miscellaneous

8.1 Independent Contractors: In performing under these Terms, each party is acting as an independent contractor, and in no way are the parties to be construed as partners, joint ventures, or agents of one another in any respect.

8.2 Subcontractors: If Maverick subcontracts any portion of the Professional Services to a third party, Maverick (i) shall require such subcontractor to comply with the material terms and conditions of these Terms, and (ii) remains responsible for any acts or omissions of its subcontractors as if such acts or omissions were performed by Maverick.

8.3 Export: Client may not export or re-export any software included within the Subscription Service, either directly or indirectly, without receiving Maverick’s written consent and any required license from the applicable governmental agency.

8.4 Force Majeure: Neither party will be in default for failing to perform any obligation hereunder if such failure is caused solely by supervening conditions beyond the parties’ respective control, including without limitation acts of God, civil commotion, third-party sites, strikes, terrorism, failure of third-party networks or the public Internet, power outages, industry-wide labor disputes, or governmental demands or restrictions.

8.5 Assignment: Either party may assign these Terms in connection with (i) a merger where the contracting entity does not survive such merger, or (ii) the sale of all or substantially all of the contracting entity’s assets related hereto. Except as expressly stated in this section, neither party may assign its rights or obligations under the Terms without obtaining the other party’s prior written consent. Any assignment in contravention of this subsection is void.

8.6 Travel & Expense Reimbursement: Each applicable Order Form or Statement of Work will set forth any reasonable and necessary travel expenses that will need to be incurred in the performance of the Professional Services under these Terms.

8.7 Notice and Delivery: Except as otherwise provided herein, all notices, statements, and other documents, and all approvals or consents that any party is required or desires to give to any other party will be given in writing and will be served in person, by express mail, by certified mail, by overnight delivery, by facsimile, or by electronic mail at the respective addresses set forth below, or at such other addresses as may be designated by such party.

8.8 Compliance with Laws and Regulations: Each party shall in good faith perform its obligations hereunder in a manner that complies with all applicable laws, regulations, ordinances, and codes, including identifying and procuring required permits, certificates, approvals, and inspections.

8.9 Governing Law and Jurisdiction: These Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties shall be governed by the laws of the State of California.

8.10 Entire Understanding; Order of Precedence: These Terms represent the parties’ entire understanding relating to the Subscription Services and Professional Services, and supersede any prior or contemporaneous communications.

8.11 Severability; Waiver: The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged in writing.

8.12 Survival: All sections that by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, and limitations of liability.

9. Free Trials

Maverick will from time to time make certain Services available for free use for a period of time, subject to these Free Trial Terms. Any and all Free Trials of designated Services shall be only for internal, non-commercial use.

Appendix A: Additional Terms for Clients or Partners Contracting with Maverick Australia Pty Ltd.

A1. SMS Services Requirements: Client must register a mobile phone number on its behalf. Maverick will require a copy of Client’s business registration and a utility bill or equivalent that is in the name of the business.

A2. Use of Collections Agencies: Client acknowledges that if a payment issue cannot be resolved through good faith efforts, Maverick may submit a Client’s overdue account to an external collections agency.