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TERMS OF SERVICE AGREEMENT 

TERMS OF SERVICE AGREEMENT

MerchMax Retail Performance Consultant Firm

Effective Date: 02/07/2026

 

1. Binding Agreement

These Terms of Service (“Agreement”) govern all consultations, bookings, audits, advisory services, retail execution services, and related engagements with MerchMax Retail Consultant Group (“MerchMax,” “Company,” “we,” “us,” or “our”). By accessing our website, scheduling a consultation, submitting payment, or engaging our services in any manner, you (“Client,” “you,” or “your”) automatically agree to be legally bound by these Terms. If you do not agree, you must not book services or submit payment.

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2. Services Overview

MerchMax provides professional brand retail execution services, including but not limited to:

  • In-store brand display management

  • Feature execution

  • Sales floor audits

  • Inventory oversight

  • Merchandising compliance verification

  • Store visit scheduling and frequency management

 

Services are currently offered exclusively within:

  • New Jersey (NJ)

  • Pennsylvania (PA)

 

We reserve the right to modify, expand, or discontinue services at any time.

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3. Online Booking & Automatic Acceptance

Scheduling a consultation and submitting payment through our online platform constitutes:

  • Full review and acceptance of these Terms

  • Legal agreement to all payment policies

  • Acknowledgment of non-refundable payment terms

  • Consent to first-come, first-served scheduling

 

No physical signature is required. Electronic booking and payment serve as binding acceptance.

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4. Payment & Refund Policy

4.1 Non-Refundable Payments

All consultation fees, deposits, and service payments are non-refundable, not limited to including in cases of:

  • Client cancellation

  • Rescheduling

  • Business restructuring, sale (including M&A's),  bankruptcy, and/or dissolving of entity

  • Internal delays

  • Retail partner delays

  • Change of strategic direction

  • Failure to attend

 

Payment secures scheduling availability, administrative preparation, and opportunity cost.

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4.2 First-Come, First-Served Structure

MerchMax operates on a strict first-come, first-served model. Cancellation or delay may result in services being rendered at a later date due to scheduling demand. Clients acknowledge that cancellations may delay MerchMax’s progress and assistance.

 

5. Rescheduling & No-Shows

Clients may request to reschedule subject to availability, Failure to attend a scheduled appointment without notice (“No-Show”) results in forfeiture of payment. Repeated rescheduling may require additional fees.

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6. Service Agreements

Consultations do not constitute ongoing service contracts. Retail execution services require a separate written Service Agreement outlining:

  • Scope of work

  • Frequency of store visits

  • Compensation terms

  • Duration of engagement

 

MerchMax reserves the right to decline service following consultation.

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7. No Guarantee of Results

While MerchMax applies professional expertise and best practices in retail execution, we do not guarantee:

  • Specific sales increases

  • Revenue growth percentages

  • Retail placement approvals

  • Expansion into additional stores

  • Retail partner decisions

 

All projections, discussions, and recommendations are advisory in nature.

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8. Client Responsibilities

  • Client agrees to:

  • Provide accurate and complete information

  • Disclose all relevant retail data

  • Cooperate in scheduling and coordination

  • Ensure access to retail locations when required

 

Failure to provide accurate information may impact performance outcomes.

 

9. Limitation of Liability

To the fullest extent permitted by law: MerchMax shall not be liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to:

  • Lost profits

  • Lost revenue

  • Retail account termination

  • Product discontinuation

  • Market performance fluctuations

 

Total liability, if any, shall not exceed the amount paid by the Client for the specific service giving rise to the claim.

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10. Indemnification

Client agrees to indemnify, defend, and hold harmless MerchMax, its owners, employees, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, legal fees, and expenses arising out of:

  • Client’s misuse of services

  • Inaccurate information provided by Client

  • Retail partner disputes

  • Product defects

  • Regulatory violations related to Client’s brand

 

11. Chargebacks & Payment Disputes

Client agrees not to initiate chargebacks or payment disputes for services governed by these Terms. In the event of a dispute:

  • This Agreement shall serve as binding evidence of acceptance.

  • Client agrees to reimburse MerchMax for administrative, legal, and collection fees incurred in resolving payment disputes.

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12. Force Majeure

MerchMax shall not be liable for delays or failure to perform resulting from events beyond reasonable control, including but not limited to:

  • Natural disasters

  • Government restrictions

  • Retail store access denial

  • Severe weather

  • Illness

  • Labor disruptions (Including Union Strikes/Negotiation Periods)

  • Internet or technology failures

 

Services may be rescheduled without refund in such circumstances.

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13. Dispute Resolution & Arbitration

Any dispute arising under these Terms shall first be addressed through good faith negotiation. If unresolved, disputes shall be resolved through binding arbitration, rather than court litigation, in The State of New Jersey.

 

Client waives the right to:

  • Trial by jury

  • Participation in class actions

  • Collective or representative claims

  • The Client hereby expressly waives any and all rights to hold MerchMax and/or its consultants liable or accountable for any claims, damages, losses, or liabilities arising out of the services provided, except where such waiver is prohibited or limited by applicable law.

 

Each party shall bear its own legal costs unless otherwise determined by the arbitrator.

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14. Attorney’s Fees

If MerchMax prevails in any dispute arising from this Agreement, Client agrees to reimburse all reasonable attorney’s fees, court costs, arbitration costs, and collection expenses.

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15. Intellectual Property

All strategies, audit frameworks, operational processes, documentation, and proprietary systems provided by MerchMax remain the intellectual property of the Company, MerchMax will never divulge, reserve, capture,  and/or release any of our clients intellectual properties deemed as "Intellectual Property" by the client Client may not reproduce, distribute, or share proprietary materials without written consent.

 

16. Governing Law

These Terms shall be governed by and construed under the laws of The State of New Jersey without regard to conflict of law principles.

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17. Severability

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

 

18. Modification of Terms

MerchMax reserves the right to update or modify these Terms at any time. Continued use of our services following updates constitutes acceptance of revised terms.

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19. Entire Agreement

These Terms constitute the entire agreement between Client and MerchMax regarding consultations and related services, superseding any prior communications.

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20. Automatic Legal Acceptance

By scheduling a consultation, submitting payment, or engaging our services in any manner, you:

  • Confirm you have read this Agreement in full

  • Understand all non-refundable terms

  • Agree to binding arbitration

  • Waive jury trial rights

  • Accept limitation of liability provisions

  • Enter into a legally binding contract with MerchMax Retail Consultant Group

 

If you do not agree, do not proceed with scheduling and/or payment

Cancellation, Refund & Limitation of Liability Policy

This Cancellation, Refund & Limitation of Liability Policy governs all consultations, advisory services, in-store brand management services, audits, merchandising execution, and related professional services provided by MerchMax Retail Consultant Group (“MerchMax,” “Company,” “we,” “us,” or “our”). By booking, submitting payment, or engaging our services, you (“Client”) automatically agree to the terms outlined below.

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1. Cancellation Policy

1.1 Consultation Cancellations

All consultation fees and deposits are non-refundable. If a Client cancels a scheduled consultation for any reason, including but not limited to:

  • Scheduling conflicts

  • Internal business delays

  • Retail partner delays

  • Budget changes

  • Strategic changes

  • Change of ownership or management

 

No refund will be issued. MerchMax may, at its sole discretion, allow rescheduling subject to availability.

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1.2 Cancellation of Ongoing Services

If a Client cancels services after MerchMax has begun rendering services, including but not limited to:

  • Store visits

  • Display setup

  • Feature execution

  • Inventory management

  • Sales floor audits

  • Advisory implementation

  • Strategic planning

 

The Client remains financially responsible for:

  • All services performed up to the cancellation date

  • Any scheduled services already allocated

  • Administrative, travel, and coordination costs

  • Any non-recoverable expenses incurred by MerchMax

 

No refunds will be issued for services already rendered.

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2. No Refund Policy

All payments made to MerchMax are non-refundable, including:

  • Deposits

  • Consultation fees

  • Monthly retainers

  • Project-based payments

  • Audit fees

  • Advisory fees

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Payments compensate MerchMax for professional time, labor, preparation, travel, scheduling allocation, and opportunity cost. Once services have commenced, payments are considered earned.

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3. Cancellation During Active Service Rendering

If a Client cancels services while MerchMax is actively rendering services or mid-project:

  • MerchMax shall not be responsible for unfinished services, incomplete deliverables, or partially executed retail initiatives.

  • MerchMax shall not be liable for any perceived losses, missed opportunities, or business impact resulting from the cancellation.

  • Any strategic plans, recommendations, or partially implemented work remain the intellectual property of MerchMax unless otherwise agreed in writing.

 

Cancellation during active service automatically releases MerchMax from any obligation to complete the project scope.

 

4. Client-Initiated Termination

If a Client terminates services before completion of an agreed service term:

  • All outstanding balances become immediately due.

  • No prorated refunds will be issued.

  • MerchMax is under no obligation to transfer work-in-progress materials unless full payment has been received.

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5. Limitation of Liability

To the fullest extent permitted by law, MerchMax shall not be liable for:

  • Lost profits

  • Lost revenue

  • Retail account termination

  • Product delisting

  • Inventory shrinkage

  • Sales performance fluctuations

  • Missed retail opportunities

  • Indirect, incidental, consequential, or punitive damages

 

MerchMax provides professional retail execution and advisory services but does not guarantee specific sales outcomes or retail partner decisions. In all cases, MerchMax’s total liability shall not exceed the total amount paid by the Client for the specific service giving rise to the claim.

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6. No Responsibility for Third-Party Actions

MerchMax shall not be held responsible for actions or decisions made by:

  • Retail partners

  • Store managers

  • Distributors

  • Wholesalers

  • Brokers

  • Brand employees

  • Third-party vendors

 

Retail placement, feature approvals, and sales performance are ultimately determined by the retailer and market conditions.

 

7. Force Majeure

MerchMax shall not be liable for delays, interruptions, or incomplete services caused by events beyond its reasonable control, including:

  • Severe weather

  • Government restrictions

  • Retail store access limitations

  • Labor shortages

  • Natural disasters

  • Acts of God

  • Technology failures

 

In such cases, services may be paused or rescheduled without refund.

 

8. Chargebacks & Payment Disputes

Client agrees not to initiate chargebacks or payment disputes for services governed by this policy. In the event of a dispute, this policy shall serve as binding evidence of agreement to non-refundable terms. Client agrees to reimburse MerchMax for any administrative, legal, or collection costs incurred as a result of improper chargebacks.

 

9. Acknowledgment & Acceptance

By booking, submitting payment, or engaging MerchMax services, Client:

  • Acknowledges that all payments are non-refundable

  • Accepts responsibility for cancellation decisions

  • Releases MerchMax from liability for unfinished work if services are cancelled mid-project

  • Agrees to the limitation of liability provisions outlined herein

 

If you do not agree to these terms, do not proceed with scheduling or payment.

Mutual Intellectual Property & Confidentiality Agreement

This Mutual Intellectual Property & Confidentiality Agreement (“Agreement”) governs the protection, ownership, and use of all proprietary materials, systems, strategies, and confidential information exchanged between MerchMax Retail Performance Consultant Firm (“MerchMax,” “Company,” “we,” “us,” or “our”) and the Client (“Client,” “you,” or “your”) during the course of services, including consultations, audits, brand management, merchandising execution, and advisory services. By engaging services with MerchMax or submitting payment, both parties agree to be bound by the terms of this Agreement.

 

1. Ownership of MerchMax Intellectual Property

All materials, including but not limited to:

  • Strategies and strategic frameworks

  • Audit methodologies and templates

  • Operational processes and systems

  • Documentation, reports, and deliverables

  • Software, tools, and proprietary systems

 

Provided by MerchMax remain the exclusive intellectual property of MerchMax. The Client may not reproduce, distribute, share, or publicly disclose any MerchMax proprietary materials without express written consent.

 

2. Ownership of Client Intellectual Property

All materials, data, or methodologies provided by the Client and designated as Intellectual Property remain the sole property of the Client. MerchMax agrees to:

  • Not disclose, distribute, or claim ownership of Client intellectual property

  • Use Client intellectual property solely for providing the agreed-upon services

  • Maintain strict confidentiality

 

This obligation applies indefinitely, including after the termination of services.

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3. Confidentiality

Both MerchMax and the Client agree to maintain confidentiality over all non-public information exchanged during services, including:

  • Business strategies, operational processes, and retail locations

  • Pricing, inventory, and sales data

  • Marketing campaigns, product launches, and brand strategies

  • Proprietary systems, audit frameworks, and documentation

 

Neither party shall disclose confidential information to any third party without prior written consent.

 

4. Restrictions on Use

Both parties agree:

  • MerchMax materials are only for the Client’s internal use related to the services rendered.

  • Client intellectual property is only to be used by MerchMax for service execution.

  • Neither party may reproduce, distribute, reverse-engineer, or otherwise share the other party’s proprietary materials without written authorization.

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5. Mutual Liability

Both MerchMax and the Client acknowledge and agree:

  • Each party is responsible for its own conduct and for any breach of this Agreement or other contractual terms.

  • Either party may be held liable for damages, losses, or expenses arising from its own breach, including but not limited to misuse of intellectual property, disclosure of confidential information, or failure to fulfill contractual obligations.

  • Liability for either party may include injunctive relief, monetary damages, attorney fees, and other remedies available under law.

  • Both parties are mutually responsible for adhering to the obligations and restrictions outlined herein.

 

6. Duration

The obligations regarding intellectual property, confidentiality, and mutual liability remain in effect indefinitely, including after the termination of services.

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7. Remedies

In the event of a breach by either party:

  • Injunctive relief may be sought to prevent further violations

  • Damages, including but not limited to lost revenue, lost business opportunities, and attorney fees, may be recovered

  • Legal action may be initiated to enforce the terms of this Agreement

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8. Force Majeure

Neither party shall be held liable for delays, interruptions, or failure to perform due to events beyond their reasonable control, including but not limited to natural disasters, government restrictions, illness, severe weather, or technology failures.

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9. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of New Jersey and the Commonwealth of Pennsylvania. Disputes will be addressed first through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in New Jersey. Each party is responsible for its own legal fees unless the arbitrator determines otherwise.

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10. Acknowledgment & Acceptance

By engaging MerchMax services and/or submitting payment, both parties confirm that they:

  • Have read, understood, and agreed to this Agreement

  • Accept mutual liability for any breach of the Agreement or related contractual terms

  • Agree to protect each other’s intellectual property and confidential information

  • Acknowledge that violation may result in legal action and financial liability

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If you do not agree to these terms, do not proceed with scheduling or payment.

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