Terms and Conditions

1. Introduction and Acceptance of Terms

Welcome to MAKI. These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "Client," or "User") and MAKI ("we," "us," "our," or the "Company"), governing your access to and use of the website located at https://makigrowth.com (the "Website") and all related digital marketing services provided by MAKI (collectively, the "Services").

By accessing our Website, engaging our Services, or clicking "I agree" (or any similar affirmative action), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree with any part of these Terms, you must immediately discontinue your use of our Website and Services. We reserve the right to modify these Terms at any time. Changes will be effective upon posting to this page with an updated "Last updated" date. Your continued use of the Website or Services after any modifications constitutes your acceptance of the revised Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Services" means all digital marketing services offered by MAKI, including but not limited to website design and development (Magnet), search engine optimization (Magnet), paid advertising campaign management (Attract), AI agent deployment and management (Kommand), and online reputation and review management (Impress), as well as any related consulting, strategy, content creation, analytics, and reporting services.
• "Website" means the MAKI website located at https://makigrowth.com and all associated subdomains, pages, and content.
• "Client" means any individual or business entity that engages MAKI for the provision of Services under a service agreement, statement of work, or other contractual arrangement.
• "User" means any individual who accesses or uses the Website, whether or not they are a Client.
• "Content" means all text, graphics, images, logos, icons, photographs, audio, video, software, code, data, and other materials displayed on, available through, or forming part of the Website or Services.
• "Client Materials" means all content, data, information, images, logos, trademarks, access credentials, and other materials provided by the Client to MAKI for the purpose of delivering the Services.
• "Deliverables" means all work product, including but not limited to websites, landing pages, ad campaigns, SEO content, AI agent configurations, and reports, created by MAKI as part of the Services.

3. Eligibility

To use our Website and Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater.
• Have the legal capacity and authority to enter into a binding agreement.
• Not be prohibited from using the Services under any applicable law or regulation.
• If acting on behalf of a business entity, have the authority to bind that entity to these Terms.

By using our Website or Services, you represent and warrant that you meet all of the above eligibility requirements.

4. Description of Services

MAKI provides a comprehensive suite of digital marketing and growth services designed specifically for service-based businesses. Our four core service pillars are:

4.1 Magnet — Website Design & SEO

Custom website design and development, search engine optimization, content strategy, local SEO, technical SEO audits, keyword research, on-page optimization, link building, and ongoing website maintenance and performance monitoring.

4.2 Attract — Paid Advertising

Paid search campaigns (Google Ads), paid social campaigns (Meta, Instagram, LinkedIn, and other platforms), display advertising, retargeting campaigns, ad creative development, audience targeting and segmentation, bid management, conversion tracking, and campaign performance reporting.

4.3 Kommand — AI Agents

AI-powered virtual agents that handle missed call responses, automated text message follow-ups, appointment scheduling, lead qualification, customer inquiry routing, after-hours support, and lead re-engagement. These agents operate 24/7 on behalf of our clients.

4.4 Impress — Reputation Management

Online review management, review generation campaigns, review monitoring and response, reputation repair, Google Business Profile optimization, review site management, and customer feedback systems.

The specific scope, deliverables, timelines, and pricing for Services engaged by a Client will be detailed in a separate service agreement, proposal, or statement of work ("SOW"). In the event of any conflict between these Terms and a specific SOW, the SOW shall prevail with respect to the Services described therein.

5. Client Obligations and Responsibilities

As a Client of MAKI, you agree to the following obligations:

5.1 Cooperation and Access

• Provide timely access to all necessary Client Materials, including but not limited to logos, brand guidelines, business information, login credentials for third-party platforms, and any other materials reasonably required for the delivery of Services.
• Respond to requests for information, approvals, and feedback within a reasonable timeframe. Delays in your responses may impact project timelines and deliverable schedules.
• Designate a primary point of contact authorized to make decisions and provide approvals on behalf of your business.
• Ensure that all Client Materials provided to MAKI are accurate, up to date, and do not infringe upon the rights of any third party.

5.2 Compliance

• Comply with all applicable laws, regulations, and industry standards relating to your business and the use of our Services, including but not limited to advertising regulations, consumer protection laws, data protection requirements, and telecommunications laws (such as the Telephone Consumer Protection Act for AI agent communications).
• Obtain all necessary consents, permissions, and authorizations required for the collection, use, and processing of data related to your customers and business operations.
• Not use our Services for any unlawful, fraudulent, deceptive, or harmful purpose.

5.3 Third-Party Accounts

Where our Services require access to third-party platforms (such as Google Ads, Meta Business Suite, Google Business Profile, or review platforms), you are responsible for maintaining active accounts on those platforms, granting MAKI appropriate access, and complying with the terms of service of those platforms. MAKI is not responsible for changes to third-party platform policies, fees, or functionality that may affect the delivery of our Services.

6. Fees, Payment, and Billing

6.1 Service Fees

Fees for our Services are as set forth in the applicable service agreement, proposal, or SOW. Unless otherwise specified, fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, duties, and levies.

6.2 Payment Terms

• Payment is due upon receipt of invoice unless otherwise agreed in writing.
• We accept payment via credit card, debit card, ACH transfer, wire transfer, and other methods as communicated during onboarding.
• For recurring services, you authorize MAKI to charge the agreed-upon fees on a recurring basis (monthly, quarterly, or as specified) until the service agreement is terminated.
• All fees are non-refundable unless expressly stated otherwise in a specific service agreement.

6.3 Late Payments

If payment is not received by the due date, MAKI reserves the right to:

• Charge a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance.
• Suspend or pause all Services until the outstanding balance, including any late fees, is paid in full.
• Terminate the service agreement in accordance with Section 11.
• Pursue collection of outstanding amounts through all available legal remedies, with the Client responsible for all collection costs, including reasonable attorney's fees.

6.4 Ad Spend and Third-Party Costs

Advertising spend (e.g., Google Ads budget, Meta Ads budget) and fees charged by third-party platforms are separate from and in addition to MAKI's service fees. You are solely responsible for all third-party advertising costs incurred in connection with campaigns managed by MAKI, unless otherwise explicitly agreed in writing. MAKI will manage advertising budgets as agreed but is not liable for costs incurred due to platform billing errors, unauthorized access, or changes to platform pricing.

7. Intellectual Property

7.1 MAKI Intellectual Property

All Content on the Website, including but not limited to the MAKI name, logo, trademarks, service marks, trade dress, designs, graphics, text, images, software, code, methodologies, processes, proprietary tools, templates, frameworks, and any other materials created by or on behalf of MAKI, are the exclusive property of MAKI and are protected by applicable intellectual property laws. You may not copy, reproduce, modify, distribute, display, transmit, or create derivative works of any MAKI intellectual property without our prior written consent.

7.2 Client Materials

You retain all rights, title, and interest in and to Client Materials provided to MAKI. By providing Client Materials, you grant MAKI a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, display, and distribute such materials solely for the purpose of delivering the Services and as permitted under these Terms.

7.3 Deliverables

Unless otherwise specified in a service agreement or SOW:

• Upon full payment of all applicable fees, the Client is granted a non-exclusive, perpetual license to use the Deliverables for their intended business purposes.
• MAKI retains ownership of all proprietary tools, code libraries, templates, frameworks, methodologies, and general knowledge developed or used in the creation of Deliverables that are not specific to the Client's business.
• MAKI reserves the right to use anonymized, aggregated, or generalized versions of work performed for portfolio, case study, and marketing purposes, unless the Client explicitly opts out in writing.

7.4 Third-Party Intellectual Property

Our Services may incorporate third-party software, tools, libraries, stock images, fonts, or other assets subject to separate license terms. The Client agrees to comply with all applicable third-party license terms. MAKI is not responsible for any third-party intellectual property claims arising from Client Materials or the Client's use of Deliverables in a manner not contemplated by these Terms or the applicable SOW.

8. Confidentiality

During the course of our engagement, both parties may have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, financial information, customer data, marketing strategies, proprietary methodologies, trade secrets, technical data, and any other information designated as confidential or that a reasonable person would understand to be confidential.

Each party agrees to:

• Use Confidential Information solely for the purposes contemplated by these Terms and the applicable service agreement.
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; (d) is rightfully received from a third party without restriction; or (e) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice and cooperates in any effort to obtain a protective order.

9. Warranties and Representations

9.1 MAKI Warranties

MAKI represents and warrants that:

• We will perform the Services with reasonable skill, care, and diligence in accordance with generally accepted industry standards.
• We have the right and authority to enter into these Terms and to deliver the Services.
• The Services will be performed in compliance with all applicable laws and regulations.
• Deliverables created by MAKI will not, to our knowledge, infringe upon the intellectual property rights of any third party.

9.2 Client Warranties

You represent and warrant that:

• You have the right and authority to enter into these Terms and to provide Client Materials to MAKI.
• Client Materials do not and will not infringe upon, misappropriate, or violate the rights of any third party, including intellectual property rights, privacy rights, or publicity rights.
• All information you provide to MAKI is accurate, current, and complete.
• You will use the Services and Deliverables in compliance with all applicable laws and regulations.

9.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MAKI DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MAKI DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO SEARCH ENGINE RANKINGS, WEBSITE TRAFFIC, LEAD GENERATION, CONVERSION RATES, OR REVENUE INCREASES.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAKI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MAKI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO MAKI FOR SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

10.3 Exceptions

Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by applicable law; or (d) a party's breach of its confidentiality obligations under Section 8.

11. Term and Termination

11.1 Term

These Terms become effective upon your first access to the Website or engagement of our Services and remain in effect until terminated in accordance with this Section. Service-specific terms, durations, and renewal provisions are set forth in the applicable service agreement or SOW.

11.2 Termination by Client

You may terminate your engagement with MAKI by providing written notice in accordance with the terms of your service agreement. If no specific termination provisions are set forth in a service agreement, you may terminate by providing at least thirty (30) days' written notice to MAKI. You will remain responsible for payment of all fees for Services rendered through the effective date of termination.

11.3 Termination by MAKI

MAKI may terminate or suspend your access to the Website or Services, with or without notice, if:

• You breach any provision of these Terms or any applicable service agreement.
• You fail to make payment when due and do not cure such failure within fifteen (15) days of written notice.
• Your use of the Services poses a security risk, potential liability, or may adversely affect MAKI, our systems, or other clients.
• We are required to do so by law, regulation, or court order.
• We determine, in our sole discretion, that your use of the Services is harmful, abusive, or otherwise objectionable.

11.4 Effects of Termination

Upon termination:

• All rights and licenses granted to you under these Terms will immediately cease.
• You must immediately pay all outstanding fees and charges.
• MAKI will cease all work on active projects and campaigns, including the pausing or cessation of advertising campaigns.
• Upon request and subject to payment of all outstanding amounts, MAKI will provide you with copies of Deliverables completed as of the termination date and reasonable assistance in transitioning Services.
• Each party shall return or destroy all Confidential Information of the other party, except as required to be retained by law.
• Sections 6 (Fees), 7 (Intellectual Property), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Limitation of Liability), 12 (Indemnification), and 16 (Governing Law) shall survive termination.

12. Indemnification

12.1 Client Indemnification

You agree to indemnify, defend, and hold harmless MAKI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

• Your breach of these Terms or any applicable service agreement.
• Your violation of any law, regulation, or third-party right.
• Client Materials that infringe or misappropriate the intellectual property, privacy, or other rights of any third party.
• Your negligent or willful misconduct.
• Any claims arising from your customers, clients, or end users in connection with Services delivered by MAKI on your behalf.

12.2 MAKI Indemnification

MAKI agrees to indemnify, defend, and hold harmless the Client from and against any third-party claims alleging that the Deliverables created solely by MAKI (excluding Client Materials) infringe the intellectual property rights of a third party, provided that the Client gives MAKI prompt written notice, sole control of the defense and settlement, and reasonable cooperation at MAKI's expense.

13. Acceptable Use Policy

When using our Website and Services, you agree not to:

• Use the Website or Services for any purpose that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.
• Interfere with, disrupt, or attempt to gain unauthorized access to any part of the Website, its servers, or any networks connected to the Website.
• Use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission.
• Introduce viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to decompile, reverse-engineer, disassemble, or otherwise discover the source code of any software or proprietary tools used in connection with the Website or Services.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Website or any Content.
• Use the Services to send unsolicited or unauthorized advertising, spam, or promotional materials.
• Use the Services in a manner that could damage, disable, overburden, or impair our systems or interfere with any other user's use and enjoyment of the Website or Services.
• Collect or harvest any personally identifiable information from the Website without authorization.
• Use the AI agents deployed through our Kommand service to send communications in violation of applicable laws, including without limitation the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, or equivalent regulations in other jurisdictions.

14. No Guarantee of Results

Digital marketing involves inherent uncertainties. While MAKI employs industry best practices and proven strategies, we cannot and do not guarantee specific outcomes, including but not limited to:

• Specific search engine rankings or positions.
• A particular volume of website traffic, leads, or conversions.
• Revenue increases or return on investment (ROI).
• Specific cost-per-click (CPC) or cost-per-acquisition (CPA) targets.
• A guaranteed number of reviews or specific review ratings.
• Specific response rates from AI agent interactions.

Results depend on numerous factors outside of MAKI's control, including search engine algorithms, competitor activity, market conditions, seasonal trends, platform policy changes, and the Client's own business practices, pricing, and service quality. Any projections, estimates, or forecasts provided by MAKI are good-faith assessments based on available data and industry experience and should not be construed as guarantees.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions or orders, war, terrorism, civil unrest, labor disputes, power outages, telecommunications failures, internet outages, cyberattacks, third-party platform outages or changes (including Google, Meta, or other advertising platforms), or any other event that could not have been reasonably foreseen or prevented. The affected party shall give prompt notice to the other party and use reasonable efforts to mitigate the effects of the force majeure event.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States and the state in which MAKI's principal place of business is located, without regard to conflict of law principles.

16.2 Informal Resolution

Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms through good-faith negotiation for a period of at least thirty (30) days after written notice of the dispute is provided by one party to the other.

16.3 Arbitration

If the parties are unable to resolve the dispute through informal negotiation, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration. The arbitration shall be administered in accordance with the rules of the American Arbitration Association (AAA) or JAMS, at the election of the party initiating arbitration. The arbitration shall be conducted by a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

16.4 Class Action Waiver

You and MAKI agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than arbitration, both parties waive any right to a jury trial.

16.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or Confidential Information.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any applicable service agreements, SOWs, and our Privacy Policy, constitute the entire agreement between you and MAKI with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party to be effective.

17.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of MAKI. MAKI may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

17.5 Independent Contractors

The relationship between you and MAKI is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.

17.6 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by recognized overnight courier to the addresses specified in the applicable service agreement or, for MAKI, to the contact information provided in Section 19.

17.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

18. Specific Terms for AI Agent Services (Kommand)

The following additional terms apply specifically to the use of MAKI's AI agent services under the Kommand pillar:

• Disclosure requirements: You acknowledge and agree that AI agents acting on your behalf will be disclosed as automated systems where required by applicable law. You are responsible for ensuring that your use of AI agents complies with all applicable disclosure and consent requirements.
• Communication compliance: You are solely responsible for ensuring that all contacts communicated to by AI agents have provided appropriate consent for automated communications in accordance with the TCPA, CAN-SPAM Act, and any other applicable telecommunications and marketing regulations.
• AI limitations: While our AI agents are designed to provide helpful and accurate responses, they may occasionally produce errors, provide incomplete information, or fail to accurately interpret a caller's intent. MAKI is not liable for any damages resulting from AI agent errors or misunderstandings.
• Data processing: AI agents may process personal data of your customers in the course of providing the Services. You acknowledge that MAKI acts as a data processor on your behalf and that you are responsible for providing appropriate privacy notices to your customers regarding the use of AI agents.
• Human oversight: You agree to maintain reasonable human oversight of AI agent interactions and to promptly notify MAKI of any issues, errors, or concerns regarding AI agent performance.
• Service availability: While we strive to maintain 24/7 availability for AI agents, service interruptions may occur due to maintenance, updates, technical issues, or force majeure events. MAKI does not guarantee uninterrupted AI agent availability.

19. Contact Information

If you have any questions, concerns, or requests regarding these Terms and Conditions, please contact us: