Terms and Conditions
Effective starting Jan 1, 2026.
These Terms and Conditions (“Terms”) are entered into by and between Review Rescue or its Affiliate identified in the Order Form or Statement of Work (“Review Rescue”), with its principal place of business at 436 E 36th St, Charlotte, NC 28205, and the entity agreeing to these Terms or any Order Form or Statement of Work (“Client”). The parties agree as follows:
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1. TERMS & CONDITIONS
1.1 Provision of Services. Review Rescue will provide its subscription service through the Review Rescue Review Manager 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 maybe 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.
1.2 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 Review Rescue 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 Review Rescue disclaims all responsibility and liability for any use of Third Party Sites. The Services incorporate or make the 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: Google https://policies.google.com/terms?hl=en-US, Facebook https://www.facebook.com/legal/terms, X https://x.com/en/tos; https://x.com/en/privacy; https://developer.x.com/en/developer-terms/agreement-and-policy, Youtube https://www.youtube.com/t/terms, Twilio https://www.twilio.com/legal/tos, LinkedIn https://www.linkedin.com/legal/user-agreement.
Using Third Parties For Reviews. 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.
1.3 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 Review Rescue’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 web site terms of use. Review Rescue hereby disclaims responsibility and/or liability in full for Client’s use of any such third party data and content under these Terms.
1.4 Use of Artificial Intelligence.
1.4.1 AI Tools. The Services use and incorporate certain artificial intelligence and machine learning services and applications, including without limitation, third-party AI-powered agentic applications (“Agent(s)”) and large language models (collectively, “AI Tools”). On a per-Service basis, and where a Service can be usable without AI Tools, Clients may request to opt-out of the use of AI Tools in the Services by contacting Review Rescue at [email protected] or working with Client’s customer success manager; however, disabling AI Tools may limit the performance of certain Services.
Review Rescue intends to deploy the AI Tools in accordance with principles outlined in these Terms and the AI Policy (which may be modified by Review Rescue from time to time in its reasonable discretion) and Client acknowledges that they have read and shall comply with the principles espoused in such policy. Through interacting with the AI Tools, Client may authorize Review Rescue to share Client Data (as defined in Section 3.3.1 below) to the AI Tools which may involve the submission of such Client Data to third parties that provide the AI Tools. Review Rescue shall not be responsible for any use or processing of such data by those third parties beyond Review Rescue reasonable control.
1.4.2 Data and Data Usage. Review Rescue will not use Client Data (which has not been anonymized) to train the AI Tools and Review Rescue contractually ensures that its agreements with third party AI Tools providers specifically prohibit them from using such AI Tools which reasonably jeopardize the confidentiality of the Client Data; and further, Review Rescue will not permit such AI Tools providers (or the AI Tools themselves) to use the Client Data (which has not been anonymized) to train or improve its AI Tools or its models. Review Rescue reserves the right to use any and all publicly accessible data and anonymized Client Data to train its proprietary AI Tools.
1.4.3 Agents. Where Client uses the Agent functionality deployed on the Services, Client acknowledges and accepts that the Agents are automation tools that act on behalf of Client in accordance with pre-set instructions determined by Client. Client is responsible for setting and updating permissions and access levels for Agents, including which actions Client authorizes the Agents to take on its behalf and, if applicable, which members of Client’s organizations have approval over the actions the Agents take. Client is responsible for reviewing and selecting from the options presented by the Agents. Client acknowledges that Client is responsible for authorizing such conduct and Client is responsible for the actions that the Agent takes on Client’s behalf. Client shall maintain appropriate human oversight and ensure use of the Agents complies with all applicable laws and policies. Review Rescue is not liable for any Agent actions authorized by Client, except in cases of Review Rescue’s gross negligence or willful misconduct, and may suspend or disable Agent functionality if such use poses legal, regulatory, or security risks.
1.4.4 AI Risks. Without limiting the foregoing, the probabilistic nature of artificial intelligence means AI Tools may provide, on certain occasions , inaccurate output (such as “hallucinations”) or otherwise not always produce accurate or intended decisions. As such, while Review Rescue will continually make commercially reasonable attempts to minimize these hallucinations, Review Rescue disclaims all warranties, express or implied, including any warranties of accuracy, fitness for a particular purpose, non-infringement, or error-free operation with respect to the specific results or any output of any AI Tools, including any actions taken by an Agent on Client’s behalf. Client must thoroughly review and approve any output generated by, or action proposed to be taken by, the AI Tools and Client is solely responsible for confirming the appropriateness and accuracy before any use of such output.
1.4.5 Notices and Consents. If Client provides its customers or end users with direct access to the Agents (such as interaction via a chatbot), Client is responsible for providing to such customers all applicable notices and obtaining all appropriate consents required under applicable law regarding interaction with AI Tools and collection and processing of such customers’ or end users’ personal data in accordance with Client’s privacy policies.
1.4.6 Fair Use of AI Tools.
(a) Permitted Use Standard. Client’s use of the AI Tools shall be consistent with the intended purpose of the applicable Service tier as described in the relevant Order Form or Statement of Work and in a manner that is reasonable and proportionate compared to similarly-situated customers of Review Rescue on an equivalent subscription plan (“Peer Cohort”). Client shall not use the AI Tools in a manner that: (i) is abusive, automated beyond the intended scope of the Services, or designed to circumvent any technical limitation or safeguard; (ii) materially degrades the performance, availability, or integrity of the AI Tools or Services for Review Rescue’s other customers; (iii) constitutes a systematic or bulk extraction of AI-generated outputs for purposes unrelated to Client’s internal business operations; (iv) violates applicable law, third-party rights, or Review Rescue’s AI Policy as updated from time to time; or (v) is otherwise inconsistent with the principles set out in Sections 1.4.1 through 1.4.5 above.
(b) Usage Controls and Peer Benchmarking. Review Rescue may implement reasonable technical controls including rate limiting, throughput management, or feature-level restrictions where Review Rescue determines, acting in good faith, that Client’s usage materially exceeds the usage patterns typical of the Peer Cohort over a rolling period. Review Rescue’s determination of Peer Cohort usage patterns shall be made in a commercially reasonable manner and without singling out or prejudicing any individual Client. If Client’s usage of AI exceeds 50% of the fair use limits, Review Rescue will notify Client that their usage is above expected levels. If, after such notification, Client’s usage exceeds the fair use limits, Review Rescue reserves the right to limit or block Client’s access to the AI Tools.
(c) No Usage Commitment. Nothing in this Section 1.4.6 shall be construed as a commitment by Review Rescue to provide any minimum level of AI Tool throughput, response volume, or feature availability beyond what is expressly stated in the applicable Order Form.
1.5 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. This includes, but is not limited to Google, Facebook, Yelp, and other review sites.
1.6 TCPA, 10DLC and General Privacy Compliance.
a. TCPA: To the extent required by law and as applicable to the parties, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”). Client will be solely responsible for complying with any messaging consent obligations under the TCPA and TSR in the course of accessing and using the Review Rescue Services. Client is responsible for obtaining explicit consent(s) from any and all third parties (including Client’s customers) to send and receive SMS and/or emails using the Review Rescue Services. Review Rescue shall have the same obligation to obtain third party consent for all parties from which it is directly obtaining their phone number(s).
b. 10DLC: You understand that if you are using certain SMS-related Services, you are responsible for complying with A2P 10DLC, including but not limited to registration and obtaining customer opt in. Review Rescue reserves the right to pass carrier 10DLC fees on to you which you agree Review Rescue may collect from you using your authorized payment method. Client authorizes Review Rescue to act as its legal representative in the 10DLC registration process when such representation is necessary to provide or enhance the Services.
You understand and agree that in order to use any texting or text-based products or features in or through the Services, you must maintain your A2P 10DLC registration by paying the one time registration fee and ongoing text (or “campaign”) fees for the duration of your use of any such Services. If you are entering into an online or self-serve contract for a small business, the registration fee and ongoing text fees may be combined in one line item on your contract shown as “Carrier Texting Fees”.
c. Compliance with Communications and Privacy Laws: Client shall be solely responsible for obtaining all necessary disclosures and consents from individuals (including Client’s customers, end users, or third parties) prior to initiating or enabling any communication, recording, monitoring, analytics, or data processing activity—whether by Review Rescue, the Client, or any third-party tools integrated into the Services.
Client remains solely responsible for ensuring compliance with all applicable federal, state, and international privacy, communication, and consent laws (including but not limited to 18 U.S.C. § 2511 (the Wiretap Act), the Telephone Consumer Protection Act (TCPA), etc.). Review Rescue shall not be liable for any violations resulting from the Client’s failure to obtain appropriate consents or to comply with applicable laws when using the Services, including any AI-powered features.
Each party is liable for, and shall indemnify, defend and hold harmless the other party from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by the non-breaching party arising from any claims, demands or legal actions made against it resulting from Client’s breach of this Section 1.6.
1.7 Account Protection. In the event that Client becomes aware that the security of Client’s login information has been compromised or breached, Client must immediately deactivate such account or change the account’s login credentials. Additionally, Client shall promptly deactivate the account or change the login credentials for any individual (e.g., former employee) that no longer is authorized by Client to access the Subscription Service.
1.8 Fair Use. Review Rescue’s priority to its customers is to keep the Services available and running at optimal speed, which requires each customer to use the Services fairly and reasonably so as to not affect the access or use by other customers. The Services include broad access to a variety of resources such as bandwidth, API requests, and storage which are not unlimited (unless expressly stated as such in a Customer Agreement, Order Form or other agreement) or the overuse of which would affect the stability of the Review Rescue platform, including but not limited to the Services, which is why we have this fair use clause (“Fair Use Policy” or “FUP”). Fair use will be considered the processing of 3 times the average number of requests or processed transactions per Location (as that term is defined in a Customer Agreement, Order Form or other written agreement) for other Review Rescue customers in the same or similar industry. If Review Rescue determines Client’s use of the Services is in violation of its Fair Use Policy, in its sole reasonable discretion, it may take unilateral action regarding Client’s use of the Services including, but not limited to, limiting the frequency of access to the Services or limiting the number of processed requests through the Services in order to bring usage in line with this FUP. Review Rescue also reserves the right to invoice Client for use of the Services in violation of the FUP. Client understands, acknowledges and agrees that Review Rescue will have no liability to Client or any of Client’s users for enforcing this FUP and enforcement will not affect Client’s obligations under these terms which includes the payment of fees for the Services.
1.9 Client’s Restrictions on Use of Services. Client agrees not to do any of the following while using the Site, Services or Review Rescue Content:
Review Rescue will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and Services security issues, to the fullest extent of the law. Review Rescue may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. Client acknowledges that Review Rescue has no obligation to monitor Client’s access to or use of the Site, Services or Review Rescue Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure Client’s compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Review Rescue reserves the right, at any time and without prior notice, to remove or disable access to any Review Rescue Content and any User Content, that Review Rescue, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Services.
2. FEES AND PAYMENT
2.1 Fees. Client shall pay Review Rescue all undisputed fees in the currency and as of the date set forth in each Order Form or Statement of Work. Client’s payments under these Terms are due net-thirty (30) days from Client’s receipt of Review Rescue’s invoice unless agreed otherwise by the Parties in the applicable Order Form or Statement of Work. All fees are exclusive of applicable sales, excise, value-added or use taxes. Except for income taxes levied on Review Rescue’s net income, Client shall pay or reimburse Review Rescue for all national, federal, provincial, state, local or other taxes and assessments of any jurisdiction, which are legally payable by Client for charges set, services performed or to be performed, or payments made or to be made hereunder. Client shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to Review Rescue under these Terms. This provision shall survive the termination of these Terms and shall be applicable regardless of the time frame in which the requirement of the payment of such taxes or assessments is asserted (e.g. a deficiency assessment by a taxing authority as a result of an audit after the termination of these Terms). Client will notify Review Rescue of any invoice dispute within thirty (30) days of receipt of invoice, at which time the parties will engage in good faith efforts to resolve the dispute.
2.2 Late Payments. Client’s failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within thirty (30) days of when it is due, Review Rescue may, in its sole discretion, choose to do any or all of the following: (i) charge Client 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 permitted by applicable law, rounded to the next highest whole month and compounded monthly; and/or (ii) suspend Client’s access to the Subscription Service and/or the delivery of the Professional Services. Review Rescue’s suspension or resumption of the Subscription Service or Professional Services does not limit or prevent Review Rescue from pursuing all other remedies available.
2.3 Auto Renew. If you have entered into an agreement for Services with Review Rescue, the agreement will auto renew in compliance with applicable law as further set forth herein. Unless otherwise noted in the Order Form or Statement of Work, any agreement for Services will auto renew for the same period of time as the initial term of the agreement unless written notice of non-renewal is provided to Review Rescue at least 90 days prior to the date of renewal.
3. PROPRIETARY RIGHTS
3.1 Ownership; License; Retained Rights. Review Rescue owns all right, title, and interest in and to the Subscription Service, including, without limitation, all modifications, improvements, enhancements, integrations, upgrades, derivative works, and feedback (see below) related thereto and all intellectual property rights therein (“Rights”), and any and all Rights developed as part of the delivery and receipt of the Professional Services. Review Rescue grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service, and any deliverables developed pursuant to the delivery of Professional Services hereunder in relation to Client’s use of the Service, for the term of the applicable Order Form or Statement of Work. Any feedback, suggestions, or ideas provided by the client regarding the Services (“Feedback”) are hereby assigned to Review Rescue, and Review Rescue shall own all the rights, title and interest in and to such Feedback, including all intellectual property rights therein. The Client agrees that Review Rescue may use such Feedback without any restriction or obligation to provide compensation to the Client. All rights not expressly granted to Client hereunder are reserved by Review Rescue.
3.2 Restrictions. Unless otherwise permitted in writing by Review Rescue, Client may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Subscription Service; (ii) use, evaluate or view the Subscription Service for the purpose of designing or creating a product or service competitive to Review Rescue’s products or services; and/or (iii) resell or use the Subscription Service in a service bureau (iv) publicly disclose or publish any performance or benchmarking results relating to the Subscription Service without Review Rescue’s prior written consent.
3.3 Data Collection, Ownership, and Use.
3.3.1 Client Data. During the term of the agreement, Client grant Review Rescue a limited, non-exclusive, royalty-free, revocable, world-wide license to: (a) use and disclose, as necessary to provide the Subscription Service andProfessional Services and for the purposes described herein, all information submitted by Client and Client’s end users in connection with Client’s use of the Subscription Service (e.g., Personal Data, submitted content, prompts, queries to AI Tools, product information included in feeds, transaction detail information such as unit prices and cart values, and survey data)) (“Client Data”); and (b) to create aggregated or deidentified data based on the Client Data that does not identify Client, Personal Data, any individual or any Client Confidential Information (“Aggregate Data”). Client owns all Client Data. Nothing contained herein shall be construed as granting Review Rescue ownership in any Client Data. Review Rescue does not use the Client Data for the purposes of training or improving the Subscription Service, any AI Tools or other products or Services. Review Rescue may use the Aggregate Data for the purposes of improving or training the Services, AI Tools and Review Rescue’s other products and services subject to applicable law.
3.3.2 Review Rescue Data. All data generated, stored or collected by Review Rescue technologies which is not Client Data is owned by Review Rescue including, but not limited to, the Aggregate Data and general performance and usage data about the Subscription Service, including metadata regarding how the Subscription Service performs and how it is used (such as technical logs, task types, completion rates, and Agent success metrics) (“Review Rescue Data”). Review Rescue Data includes, but is not limited to, all review data posted to a Review Rescue microsite and output from AI Tools generated in response to Client prompts or queries (excluding third party data described in Section 3.3.3 and any Client Data incorporated in such output). Client shall have a limited, perpetual license to use such any Review Rescue Data generated by the Subscription Service that is displayed to Client, subject to Section 3.3.3 of this MSA, for its internal business purposes.
3.3.3 Third Party Data. 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 by such third party’s applicable license terms and web site terms of use. Review Rescue hereby disclaims responsibility and/or liability in full for Client’s use of any such third party data and content under these Terms. Such third party data and content will be promptly destroyed, and Client shall otherwise no longer have access to such third party data and content, upon termination of these Terms or termination of the applicable Order Form or Statement of Work.
3.4 Privacy Policy; Personal Data; Security.The collection, use and storage of Personal Data (as defined in the DPA) through Review Rescue’s website is governed by Review Rescue’s privacy policy located at Privacy Policy, https://Review Rescue.co/privacy (“Privacy Policy”). If Client’s use of the Subscription Service requires Review Rescue to process Personal Data, Review Rescue will process Personal Data subject to Review Rescue’s Data Processing Addendum located at https://reviewrescue.co/dpa (“DPA”). The Privacy Policy and DPA, are incorporated into these Terms in their entirety. Review Rescue may update its Privacy Policy and DPA from time to time, provided that any such changes do not materially diminish Client’s right under these Terms.
During the term of this Agreement, Review Rescue shall maintain a security program materially in accordance with industry standards that is designed to: (i) ensure the security of Client Data; (ii) protect against threats or hazards to the security or integrity of Client Data; and (iii) prevent unauthorized access to Client Data. If either party believes that there has been a security breach involving Client Data, such party must promptly notify the other party, unless legally prohibited from doing so. Additionally, each party will reasonably assist the other party in mitigating any potential damage arising from any such security breach. As soon as reasonably practicable after any such security breach, Review Rescue shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Client.
3.5 Confidential Information. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself (for avoidance of doubt, neither party shall be required to identify information as confidential in order to avail itself of the protections set forth in this Section 3.5). The parties acknowledge that the Subscription Service and Professional Services, the terms of these Terms and any Order Form or Statement of Work, and any other proprietary or confidential information provided to the other party constitute valuable proprietary information and trade secrets of Review Rescue and the Client, respectively. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with these Terms, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party will have the right to seek an injunction to prevent any breach or continued breach of this section. The receiving party agrees to promptly report any breaches of this section to the disclosing party. Notwithstanding the foregoing, Confidential Information does not include any information which (i) is now, or becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of these Terms by the receiving party; (ii) was independently developed, or otherwise acquired, by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure.
4. WARRANTY; LIMITATIONS OF LIABILITY; INDEMNITY
4.1 Review Rescue Warranty. Review Rescue represents and warrants that (i) it has all right, title, and interest necessary to provide the Subscription Service and Professional Services to Client under the terms set forth in these Terms and each Order Form or Statement of Work; (ii) the Subscription Service will perform materially in accordance with these Terms; (iii) the functionality of the Subscription Service will not be materially decreased during the term of this Agreement; (iv) Review Rescue shall use industry standard virus protection designed to prevent any viruses, time bombs or other disabling code from the Subscription Service; and (v) it shall comply with all laws applicable to it in its provision of the Subscription Service. Additionally, Review Rescue shall perform the Professional Services in a professional and workmanlike manner in accordance with applicable industry standards.
Client’s exclusive remedy and Review Rescue’s entire liability for breach of the foregoing warranties shall be, at Review Rescue’s option, (a) re-performance of the non-conforming Services, or (b) termination of the affected Services and refund of any prepaid fees for the period following termination.
4.2 Client’s Warranty. Client represents and warrants that (i) Client has any and all consents and authorizations as may be necessary for the Client to receive the Subscription Service and/or Professional Services; (ii) each of the sites where the Subscription Service is deployed contains a privacy policy that discloses the usage of third-party technology and the data collection and usage resulting from the Subscription Service (it being understood that this clause will not be deemed to require those privacy policies to expressly identify Review Rescue or any Subscription Service, unless otherwise required by law, rule or regulation) and complies with all applicable privacy laws, rules and regulations; (iii) Client’s websites upon which the Subscription Service is deployed do not contain any material which is defamatory, promotes illegal activity, or contains hate speech; and (iv) Client have legally obtained necessary ownership or license rights to any Client Data, including Personal Data, and that Client have any waivers and/or opt-in agreements in place with authorized users and Client customers that are required by applicable law in relation to the communications to be sent to such users and customers by Review Rescue and the Subscription Service under theseTerms. Client shall be solely responsible for, and shall indemnify Review Rescue from, any claims arising out of Client’s failure to obtain or maintain any such consents or authorizations.
4.3 Warranty Disclaimer. EXCEPT AS SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES OR ANY SUPPORT RELATED THERETO, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. REVIEW RESCUE DOES NOT WARRANT, OR OTHERWISE PROMISE, THAT THE USE OF ITS SERVICES WILL INCREASE CLIENT’S RANKING POSITIONS ON GOOGLE OR ANY OTHER SEARCH ENGINE.
4.4 Limitations of Liability. EXCEPT AS SET FORTH 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, AND ALSO APPLY REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH DAMAGES ARE SOUGHT. IN NO EVENT WILL THE LIMITATIONS APPLY TO THE AMOUNTS DUE FOR SERVICES UNDER THE TERMS. BOTH PARTIES SHALL USE REASONABLE EFFORTS TO MITIGATE THE DAMAGES FOR WHICH THE OTHER PARTY IS RESPONSIBLE. HOWEVER, IN NO EVENT WILL THE LIMITATIONS APPLY TO THE EXTENT PROHIBITED BY APPLICABLE 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 PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF ANTICIPATED SAVINGS OR REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION, OF ANY PARTY, INCLUDING THIRD PARTIES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE FOREGOING.
4.4.2 Liability Cap. EXCEPT FOR CLAIMS ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INDEMNITY OBLIGATIONS, DATA BREACHES OR CLIENT’S OBLIGATION TO PAY UNDISPUTED FEES UNDER THESE TERMS, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF EITHER PARTY UNDER THESE TERMS EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CLIENT TO REVIEW RESCUE UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. If Client is located in Australia, pursuant to section 64A of the Australian Consumer Law (as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (“CCA”)), if and to the extent that Client have acquired the Service as a ‘consumer’ (as defined in section 3 of the Australian Consumer Law), Review Rescue’s liability to Client under each of sections 60, 61 and 62 of the Australian Consumer Law is limited to either supplying the Services again or payment of the cost of having the Services supplied again. Nothing in these Terms excludes, restricts or modifies or purports to exclude, restrict or modify any guarantee that applies pursuant to the Australian Consumer Law or any other provision of the CCA which cannot be lawfully excluded, restricted or modified.
4.4.3 Liability Cap for Data Breaches, Indemnity and Confidentiality. Notwithstanding the terms of Section 4.4.2, the maximum liability of Review Rescue for any claims relating to data breaches, indemnification and confidentiality claims shall in no event exceed two times the fees paid or payable by Client under these Terms during the twelve (12) month period immediately preceding the date on which the claim arose.
4.4.4 Cumulative Liability. The caps provided in this clause are cumulative for all claims (not per incident) and apply collectively to each Client and its affiliates (not per affiliate).
4.4.5 Time During Which To Bring Claim. Except where a longer period is mandated by applicable law, any claim, action or proceeding that the Client may have arising out of or relating to these Terms must be brought within twelve (12) months of the date on which the claim arose, or such claim will be deemed waived and permanently barred. This clause does not affect any non-waivable statutory rights the Client may have under the applicable law.
4.5 Client’s Indemnity. Client shall indemnify, defend, and hold harmless Review Rescue, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement terms, that arises out of a third party’s claim that Client’s website on which the Subscription Service is provided or any application Client develop infringes any intellectual property rights.
4.6 Review Rescue Indemnity. Review Rescue shall indemnify, defend, and hold harmless Client, Client’s officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement terms, from a third party’s claim that the Subscription Service, as provided by Review Rescue to Client within the scope of these Terms, infringe any intellectual property rights. Review Rescue has no obligation to indemnify Client for a claim of infringement to the extent it arises from: (i) infringing matter supplied or developed solely by Client; (ii) unauthorized modifications or uses of the Subscription Service; or (iii) Client’s acts or omissions not in accordance with the terms of this Agreement. If Client’s use of the Subscription Service is enjoined or is likely to be enjoined due to a third party claim of infringement for which Review Rescue is required to indemnify Client under these Terms then Review Rescue may, at its sole cost and expense and within its sole discretion, do one of the following: (x) procure for Client the right to continue using the Subscription Service; (y) replace or modify the enjoined Subscription Service to make it non-infringing but functionally equivalent; or (z) terminate the enjoined Subscription Service and return any fees paid for enjoined Subscription Service not yet rendered.
4.6.1 The indemnification obligations set forth in this Section 4.6 are Review Rescue’s sole and exclusive obligations with respect to any infringement claims.
4.7 Indemnification Conditions. The indemnification obligations contained in these Terms are conditioned upon: (a) prompt notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed (failure to meet this condition does not exempt the indemnitor from its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s ability to defend the claim); (b) sole control of the defense and settlement by the indemnitor; and (c) reasonable cooperation by the indemnitee in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend.
4.8 Proportional Liability. Each indemnitor’s liability to pay or reimburse any indemnified claim is limited to the extent of the indemnitor’s proportional contribution. Neither party has any liability to the extent that any losses in conjunction with indemnified claims are attributable to acts or omissions of the other party or its indemnitees.
5. TERM AND TERMINATION
5.1 Term. These Terms commence on the Effective Date of the first Order Form or Statement of Work and shall remain effective as long as any Order Form or Statement of Work referring to these Terms remains in effect. Except as specifically set forth to the contrary in these Terms, all payment obligations under any and all Order Forms or Statements of Work are non-cancellable and all payments made are non-refundable.
5.2 Termination for Breach. In addition to any other remedies it may have, if either party breaches any of the material terms or conditions of these Terms and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate these Terms or a specific Order Form or Statement of Work upon written notice. Upon termination of these Terms or an Order Form or Statement of Work due to Client’s material breach, Client will pay for the Subscription Service and Professional Services that have been rendered through the termination date plus all other charges that would have been due under the remaining term of each affected Order Form or Statement of Work. Upon termination of these Terms or an Order Form or Statement of Work due solely to a breach by Review Rescue, Review Rescue shall refund a pro rata portion of any fees paid for services not yet rendered as of the date of termination.
5.3 Breach Notification Requirements. The written notice of breach shall be mailed to the addresses provided below or Client may email its notice to Review Rescue at [email protected] and the notice under Section 5.2 must contain: (i) the name of the breaching party and/or any person(s) responsible for the alleged breach (if applicable), (ii) a detailed description of the alleged breach, specifying the clause of these Terms or Agreement that may be violated, (iii) the date and time the said breach first occurred and, (iv) the required action to cure the breach. For a notice of breach to be deemed valid and to obligate Review Rescue to review or investigate the alleged breach, such notice must strictly comply with the foregoing requirements and be made in good faith, supported by reasonable factual detail. Review Rescue shall have no obligation to acknowledge, investigate, or respond to any notice that is incomplete, inaccurate, frivolous, or otherwise fails to meet the requirements set forth in this Section.
6. INNOVATION FEE
At the time of any auto renewal, and unless you have entered into an agreement with Review Rescue prior to April 1, 2024 and/or have entered into an agreement which specifically changes the Innovation Fee applicable to your contract for or use of the Services, Review Rescue will apply an 8% fee on all recurring Services fees to cover product innovations, enhanced services and inflation (“Innovation Fee“). The Innovation Fee shall apply automatically upon any auto renewal of this Agreement and apply to all Services covered by this Agreement at the time of the auto renewal. The Innovation Fee will be applied to the Services fees including any additional fees incurred during the term. The Innovation Fee will be included in the annual invoice to Client due according to the payment terms set forth above or as other specifically stated in the Order Form or Statement of Work and Client hereby consents in advance to such automatic application of the Innovation Fee.
7. REVIEW RESCUE PAYMENTS
Square Terms of Service: Client agrees to be bound by Square Terms of Service located at: https://squareup.com/us/en/legal/general/ua. The Square Terms of Service may be modified periodically by Square in its sole discretion.
No PCI DSS Liability: Client understands, acknowledges and agrees that all payment transactions processed through Review Rescue Payments are done through a third party payment processor which is Level 1 PCI DSS compliant. Since Review Rescue does not store any payment card information, it is not subject to PCI DSS and, as a result, Review Rescue 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: Review Rescue 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 Review Rescue for the Payment Fees which Review Rescue will deduct from Client’s payment account for the original transaction. Client agrees to indemnify Review Rescue 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 Review Rescue the right to debit Client’s bank account directly to cover the shortfall.
Right to Cancel or Adjust Pricing: Review Rescue reserves the right to terminate Client’s access to and use of Payments if Review Rescue, in its sole discretion, determines that Client poses too great of a risk to continue using the Payments service. In addition, Review Rescue reserves the right to modify the Payment Fees, upon written notice (for which an email will suffice), in its sole discretion, if Review Rescue 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 (ie, a “terminal”) to assist with point of sale purchases using the Payments service. Client will at all times be responsible for maintaining the terminal and will, upon termination of the Payments service or upon reasonable request from Review Rescue, 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 Review Rescue. Review Rescue is not responsible for providing the evidence, nor is it or 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 independent contractor, and the parties shall not be construed as partners, joint ventures, or agents of one another in any respect.
8.2 Subcontractors. If Review Rescue subcontracts any portion of the Professional Services to a third party, Review Rescue (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 Review Rescue.
8.3 Mutual Press Release. Within a reasonable time following the execution of this Agreement, the Review Rescue and Client shall jointly issue a mutually agreeable press release (the “Agreed Press Release”) announcing the partnership created by this Agreement. Neither Review Rescue nor Client shall make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Agreed Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the other Party.
8.4 Export. Client may not export or re-export any software included within the Subscription Service, either directly or indirectly, without receiving Review Rescue’s written consent and any required license from the applicable governmental agency.
8.5 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, acts of government, 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.
8.6 Assignment. Either party may assign these Terms without consent 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.
8.7 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 performance of the Professional Services under these Terms.
8.8 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.
If to Review Rescue:
Review Rescue, Inc.
436 E 36th St, Charlotte, NC 28205
ATTN: Support
Email: [email protected]
If to Client: To the contact information stated in the Order Form or Statement of Work.
Notices to Client will be addressed to the contact designated in writing by Client to Review Rescue for Client’s relevant account, and in the case of billing-related notices, to the relevant contact designated by Client.
8.9 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. If either party receives any notice, summons, or complaint regarding its non-compliance with any such laws, regulations, ordinances, or codes, it shall promptly notify the other party of such matter
8.10 Governing Law and Jurisdiction. These Terms and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of the State of California, without giving effect to principles of conflicts of law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction, will not apply to the Terms. Any disputes, actions, claims or causes of action arising out of or in connection with the Terms shall be subject to the exclusive jurisdiction of the state or federal courts in Santa Clara County California.
If Client’s Order Form or Statement of Work is with Review Rescue Australia Pty Ltd or Review Rescue NZ Pty Ltd, the Agreement any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed exclusively by, and construed in accordance with, the laws of New South Wales, Australia, and the parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.
If Client’s Order Form or Statement of Work is with Review Rescue UK Limited, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
8.11 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, conflicting or additional, communications. Any conflict between these Terms, any addendum or attachment and any Order Form or Statement of Work shall be resolved in favor of the Order Form or Statement of Work followed by the addendum or attachment over the Terms. These Terms or an Order Form may be executed by electronic signature. Except as otherwise provided in an Order Form or Statement of Work or other agreement of the parties, these Terms may only be amended by a duly executed agreement between the Review Rescue and Client. If any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
8.12 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 and agreed to by such party in writing.
8.13 Survival. All sections of these Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
Appendix A: Additional Terms for Clients or Partners Contracting with Review Rescue Australia Pty Ltd.
A1. SMS Services Requirements.
Client understands and accepts that in order to use SMS-based Services, it will be required to register a mobile phone number on its behalf. In order to obtain a registered number, Review Rescue 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, Review Rescue may submit a Client’s overdue account to an external collections agency.
Appendix B: For Clients located in Singapore the following additional terms will apply:
