Terms of Service

Effective date: The earlier of (a) your acceptance of these Terms or (b) your first use of the Service.

1. Overview
   These Terms of Service (“Terms”) form a binding agreement between Reviewshake, Inc., a Delaware corporation (“Reviewshake,” “we,” “us,” or “our”), and the customer (“Customer,” “you,” or “your”) who accesses or uses Reviewshake’s online review management and related software services (the “Service”).
   By creating an account, executing an order form, or using the Service, you agree to these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

   
   

2. Definitions
   “Agreement” means these Terms, together with any applicable order forms or statements of work.
   “Customer Data” means all information, content, and data submitted by Customer or its users through the Service.
   “Documentation” means any user guides, help materials, or other written documentation provided by Reviewshake.
   “Order Form” means an online subscription or other ordering document agreed to by Customer specifying the Service, pricing, and subscription term.
   “Subscription Term” means the initial and any renewal period during which Customer has the right to use the Service.
   “User” means any individual authorized by Customer to access and use the Service.

   
   

3. Access and Use
   3.1. License Grant. Subject to these Terms and payment of applicable fees, Reviewshake grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes.
   3.2. Restrictions. Customer shall not (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to discover the Service’s source code; (c) use the Service to provide a competing service; (d) interfere with or disrupt the integrity or performance of the Service; or (e) use the Service in violation of applicable laws, including data privacy or anti-spam laws.
   3.3. Updates. Reviewshake may enhance or modify the Service from time to time. Updates are included in the Service unless otherwise specified.

   
   

4. Fees and Payment
   4.1. Fees. Customer will pay the fees stated in the applicable Order Form or pricing plan. All fees are due in advance, non-cancelable, and non-refundable except as expressly stated herein.
   4.2. Late Payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the highest rate allowed by law. Reviewshake may suspend access to the Service for unpaid amounts after reasonable notice.
   4.3. Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and governmental assessments (excluding Reviewshake’s U.S. income taxes).

   
   

5. Proprietary Rights
   5.1. Ownership. Reviewshake retains all rights, title, and interest in and to the Service, its software, and related intellectual property. Customer retains all rights in and to Customer Data.
   5.2. Feedback. Customer grants Reviewshake a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any feedback or suggestions provided by Customer.

   
   

6. Use of Customer Name and Logo
   Customer agrees that Reviewshake may identify Customer as a user of the Service and may display Customer’s name and logo in Reviewshake’s marketing materials, website, presentations, or customer lists unless Customer notifies Reviewshake in writing that it prefers not to be included.
   Upon receiving such notice, Reviewshake will remove Customer’s name and logo within a commercially reasonable period. Reviewshake will not imply any endorsement or partnership beyond the factual statement that Customer uses the Service.

   
   

7. Confidentiality
   Each party shall protect the other’s Confidential Information using the same degree of care it uses to protect its own, but in no event less than reasonable care. Confidential Information shall be used only to perform obligations under this Agreement. These obligations do not apply to information that (a) is or becomes public without breach, (b) was known prior to disclosure, (c) is received from a third party without restriction, or (d) is independently developed.

   
   

8. Data Protection and Privacy
   8.1. Reviewshake will maintain reasonable administrative, physical, and technical safeguards to protect Customer Data against unauthorized access or disclosure.
   8.2. Customer is responsible for (a) ensuring it has a lawful basis for submitting Customer Data to Reviewshake, and (b) complying with all applicable privacy and marketing laws (including CAN-SPAM, TCPA, GDPR, and CCPA as applicable).
   8.3. Reviewshake may process aggregated or anonymized data derived from Customer Data for internal analytics, benchmarking, and service improvement.
   8.4. Reviewshake’s Privacy Policy forms part of this Agreement.

   
   

9. Warranties and Disclaimers
   9.1. Limited Warranty. Reviewshake warrants that the Service will perform materially in accordance with the Documentation.
   9.2. Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS.” REVIEWSHAKE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REVIEWSHAKE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

   
   

10. Indemnification
    10.1. By Customer. Customer will indemnify and hold harmless Reviewshake from any third-party claim arising out of Customer’s use of the Service or violation of these Terms.
    10.2. By Reviewshake. Reviewshake will defend Customer against any third-party claim that the Service, as provided, infringes a U.S. intellectual property right, and will pay resulting damages finally awarded, provided that Customer promptly notifies Reviewshake and allows it sole control of the defense.

    
    

11. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. REVIEWSHAKE’S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

    
    

12. Term, Termination, and Suspension
    12.1. Term. These Terms apply from the Effective Date and continue for the Subscription Term and any renewals.
    12.2. Termination. Either party may terminate for material breach not cured within thirty (30) days after written notice.
    12.3. Suspension. Reviewshake may suspend access for non-payment, security issues, or misuse.
    12.4. Effect. Upon termination, Customer’s access ends and Reviewshake may delete Customer Data after thirty (30) days.

    
    

13. Governing Law and Venue
    These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in Newark, Delaware.

    
    

14. Miscellaneous
    Assignment: Customer may not assign these Terms without Reviewshake’s consent, except to a successor in interest.

Force Majeure: Neither party is liable for delays due to events beyond reasonable control.

Entire Agreement: These Terms and any Order Form constitute the entire agreement and supersede prior understandings.

Amendments: Reviewshake may modify these Terms with 30 days’ notice. Continued use constitutes acceptance.

Notices: Notices must be sent to:

Reviewshake, Inc.
2035 Sunset Lake Road, Suite B-2
Newark, DE 19702 USA
Email: support@reviewshake.com

By using Reviewshake, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.