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General Terms and Conditions for Services

These Magnetic Strategy Terms of Service (the “Terms of Service” or “Terms”) govern access to and use of the Magnetic Strategy, LLC. (“Magnetic Strategy,” “we,” or “us”) website, applications, application plug-ins, and other services provided by us (collectively, the “Services”). Individuals or entities who purchase services from Magnetic Strategy pursuant to one or more Statements of Work are collectively referred to as “Clients”. Clients may be referred to in these Terms as “you” and “your” as applicable.

These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Services.

  1. Acceptance of Terms. By using the Services, you as a Client accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Services. If you do not agree to these Terms, you are not authorized and must cease using the Services immediately.
  2. Eligibility. You agree that by using the Services you are at least 18 years of age and you are legally able to enter into a contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
  3. Marketing Consent. Client consents to Magnetic Strategy recording meetings, calls, and consultations for quality assurance, internal training, and marketing purposes. Client may withdraw this consent at any time with written notice.
  4. Services.
    1. Magnetic Strategy shall provide the Services to Client as described in a Statement of Work (as defined below) which, upon execution, will be incorporated and made part of these General Terms and Conditions for Services. The Statement of Work states the terms and conditions under which Magnetic Strategy will provide the Services included in these Terms to Client. The Statement of Work, together with these Terms, shall collectively be referred to herein as the “Agreement.” The Services may include, but are not limited to, marketing consultation, digital advertising, content creation, and any other services specified in the Statement of Work.
    2. Client acknowledges and agrees that Magnetic Strategy may use subcontractors and consultants to perform the Services to be provided under these Terms.
    3. Magnetic Strategy may represent, perform services for, and contract with other additional clients, persons, or companies as Magnetic Strategy, in its discretion, deems fit.
    4. “Statement of Work” shall mean the electronic documents agreed upon and executed by Client online that specifies the services and/or solutions to be provided by Magnetic Strategy to Client, including but not limited to descriptions of such services and/or solutions, pricing, payment schedules, and other relevant terms and conditions. Each Statement of Work shall be subject to and governed by the General Terms and Conditions for Services set forth herein. Upon execution by Client, a Statement of Work shall be deemed incorporated into and form an integral part of these Terms.
    5. Non-Exclusive Relationship. Notwithstanding anything to the contrary contained herein, the parties expressly acknowledge and agree that these Terms does not grant any exclusive right or privilege with respect to the Services provided hereunder and does not preclude Magnetic Strategy from providing to any other party, nor does it preclude Client from obtaining from any other party, services or products that are comparable to those provided under these Terms.
  5. Reporting.
    1. Upon request, Magnetic Strategy shall provide Client with, or grant access to, monthly reports at mutually agreed upon times.
    2. The monthly report shall include data necessary to allow the Client to assess the value derived from individual activities as described in these Terms, including but not limited to traffic, completed sales, and revenues.
  6. Fees. As consideration for Magnetic Strategy’s rendition of the Services, Client agrees to pay Magnetic Strategy the fees set forth in the Statement of Work (the “Fees”). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Magnetic Strategy’s income taxes), which amounts will be billed to and paid by Client.
  7. Billing and Payment. Magnetic Strategy shall issue invoices to Client pursuant to the timetable set forth in the Statement of Work. Unless otherwise set forth in a Statement of Work, Client will pay invoices in U.S. dollars within fifteen (15) days of the date of Magnetic Strategy’s invoice. Payments must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by Magnetic Strategy. Client shall have no right of offset or withholding under these Terms. Any amounts not paid by Client when due shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Magnetic Strategy from Client becomes past due for any reason, Magnetic Strategy may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Magnetic Strategy’s obligations hereunder or under any Statement of Work.
  8. Warranty. The Services to be performed hereunder are in the nature of professional services and advice. Magnetic Strategy does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Magnetic Strategy warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. Magnetic Strategy shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.

LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 7 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THESE TERMS, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. MAGNETIC STRATEGY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF ANY AMOUNTS PAID UNDER THESE TERMS FOR SUCH NON-CONFORMING SERVICES.

  1. Ownership of Work Product.
    1. Client Ownership. Except as otherwise provided herein, including in the Service Specific Terms below, all deliverables specifically created for Client under these Terms (the “Work Product”) shall be considered a “work-for-hire” and the exclusive property of Client, excluding any of Magnetic Strategy’s pre-existing materials, methodologies, and proprietary tools used in the creation of such Work Product. Upon full payment, Magnetic Strategy hereby assigns to Client all rights, title, and interest in and to the Work Product, subject to the rights retained by Magnetic Strategy as detailed in these Terms.
    2. Magnetic Strategy Ownership. Magnetic Strategy retains all rights, title, and interest in and to its pre-existing materials, methodologies, and any proprietary tools used in providing the Services (“Magnetic Strategy IP”).
    3. License to Client. Magnetic Strategy grants Client a non-exclusive, worldwide, royalty-free license to use the Magnetic Strategy IP solely in connection with the Work Product and for Client’s internal business purposes. These Terms does not grant Client any license to Magnetic Strategy’s products, which must be licensed separately.
    4. Third-Party Materials. Any third-party materials incorporated into the Work Product shall be subject to their respective licenses, and Client shall obtain necessary permissions if required.
    5. License to Use Client IP. Client hereby grants Magnetic Strategy a non-exclusive, worldwide, royalty-free, and revocable license to use Client’s trade names, trademarks, logos, service marks, and any other intellectual property provided to Magnetic Strategy (collectively, “Client IP”) solely for the purpose of performing the services under these Terms, including, but not limited to, the creation of deliverables, promotional content, marketing materials, and advertisements.
    6. Service-Specific Rights. Notwithstanding anything to the contrary in this Section 8, ownership and license rights for specific services shall be governed by Section 35 (Service-Specific Intellectual Property Rights).
    7. Magnetic Strategy agrees that:
      1. Use Limitation. Magnetic Strategy will use the Client IP only as necessary to provide the services specified in the applicable Statement of Work and shall not use the Client IP for any other purpose without the prior written consent of Client.
      2. No Modification. Magnetic Strategy shall not modify, alter, or create derivative works from Client IP without the prior written approval of Client, except as necessary for formatting and presentation purposes in the deliverables.
      3. Ownership. Client retains all right, title, and interest in and to the Client IP. Any goodwill associated with the use of Client IP by Magnetic Strategy will inure solely to the benefit of Client.
      4. Confidentiality and Security. Magnetic Strategy shall take reasonable steps to protect the Client IP from unauthorized use, disclosure, or access, and will ensure that any subcontractors or third parties engaged by Magnetic Strategy in connection with the services will similarly protect Client IP.
      5. Termination of License. Upon termination or expiration of these Terms, Magnetic Strategy shall immediately cease all use of the Client IP.
      6. Third-Party Infringement. If Magnetic Strategy becomes aware of any potential or actual infringement of Client IP during the performance of services, it shall promptly notify Client and cooperate in any efforts to protect Client’s rights in the Client IP.
  2. Confidentiality. The parties acknowledge that to perform the Services one party may disclose to the other confidential and/or sensitive information (“Confidential Information”). The party disclosing information is referred to as the “Disclosing Party” and the party receiving information as the “Receiving Party.” Confidential Information shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party’s business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure in writing; or (b) is identified in writing as confidential at the time of disclosure. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its employees, subcontractors, consultants and representatives who have a need to know such information to perform the Services. The Receiving Party shall only use Confidential Information in furtherance of its performance of its obligations hereunder, and not for any other purpose or for the benefit of any third party. Receiving Party’s obligations to protect the Confidential Information will survive for two years after the termination of these Terms. These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party’s possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation. Except for Confidential Information received from the Client, Magnetic Strategy’s use or disclosure of information relating to the development, improvement or use of any of Magnetic Strategy’s products shall not be subject to any limitation or restriction. If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party’s request or within ten (10) days of the expiration or termination of these Terms.
  3. Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) material breach of any terms of these Terms. The Indemnifying Party’s liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give the Indemnifying Party the right to control the defense and settlement, provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

THIS SECTION 10 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.

    1. Limitation of Liability; Actions. IN NO EVENT SHALL MAGNETIC STRATEGY BE LIABLE UNDER THESE TERMS TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. MAGNETIC STRATEGY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO MAGNETIC STRATEGY UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.
    2. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
    3. Cooperation of Client. Client agrees to comply with all reasonable requests of Magnetic Strategy and shall provide Magnetic Strategy’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services. Client agrees to furnish without charge adequate space at Client’s premises for use by Magnetic Strategy’s personnel while performing the Services.
    4. Service Pauses. Client may request to temporarily pause Services upon written notice to Magnetic Strategy. Any pause in Services:
      1. Does not constitute termination notice under Section 14(d)
      2. Does not affect Client’s obligation to provide thirty (30) days’ written notice for termination
      3. Must be agreed to in writing by Magnetic Strategy
      4. Does not modify any other terms of this Agreement
  1. Term and Termination.
    1. Term. These Terms shall commence upon full execution hereof by the parties and will continue in effect until terminated as set forth herein.
    2. Minimum Term Commitment. Unless otherwise specified in a Statement of Work, Services shall have a minimum commitment period of three (3) months. Booking Engine Services require a minimum commitment period of twelve (12) months.
    3. Termination for Breach. Either party may terminate these Terms at any time in the event of a breach by the other party of a material covenant, commitment or obligation under these Terms that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.
    4. Termination Without Cause.
      1. After the minimum commitment term set forth in Section 15(b), either party may terminate these Terms for any reason with or without cause upon thirty (30) days’ prior written notice to the other party.
      2. In the event of termination without cause, Client shall remain responsible for all fees through the end of the notice period, and Magnetic Strategy shall continue to provide Services during such period.
      3. For Booking Engine Services, Client shall additionally be responsible for any fees through the end of the then-current billing period.
    5. Obligations Upon Termination. Termination of these Terms for any reason shall not discharge either party’s liability for obligations incurred hereunder, or any Order From, and amounts unpaid at the time of such termination. Client shall pay Magnetic Strategy for all Services rendered prior to the effective date of termination. Upon termination each party shall return the other’s Confidential Information in its possession at the time of termination. Upon the termination, Client shall promptly return to Magnetic Strategy any equipment, materials or other property of the Magnetic Strategy which are in Client’s possession or control.
  2. Non-Solicitation. During the term of these Terms and for one (1) year following the expiration or termination date of the Agreement, Client agrees not directly solicit or induce any person who performs Services hereunder on behalf of Magnetic Strategy to leave the employ of Magnetic Strategy. Client is not prohibited from responding to or hiring the Magnetic Strategy’s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.
  3. Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Nothing in these Terms, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
  4. Force Majeure. Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under these Terms, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of these Terms, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.
  5. Partial Invalidity. In the event that any part or portion of these Terms is deemed to be invalid, illegal, or otherwise unenforceable: (1) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into these Terms; and (2) the remaining provisions of the Agreement shall continue in full force and effect.
  6. Publicity. Subject to the confidentiality provisions set forth herein, Magnetic Strategy shall be free to disclose to the public that Client is a client of Magnetic Strategy, and may use Client’s name to make such statement.
  7. Assignment. Neither party may assign, delegate or otherwise transfer these Terms or its obligations hereunder, in whole or in part, without the prior written consent of the other party, with such consent not to be unreasonably withheld or delayed, except that Magnetic Strategy may assign these Terms without the Client’s consent in the event of a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve the assigning party of its obligations under these Terms, and as such, the assigning party shall remain primarily liable in connection therewith.
  8. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the address set forth in the applicable Statement of Work or as otherwise designated by a party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this section.
  9. Survival. Following the termination of these Terms, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, governing law and venue, and any provisions related to the payment of fees for services rendered prior to termination.
  10. Waiver. No waiver of any term or right in these Terms shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of these Terms thereafter.
  11. Governing Law; Venue. These Terms shall be governed by the laws of the State of Arizona without regard to its conflict of laws principles. The parties hereby agree that any action arising out of these Terms will be brought solely in any state or federal court located in Maricopa County, Arizona. Both parties hereby submit to the exclusive jurisdiction and venue of any such court.
  12. Attorneys’ Fees. If either party incurs any legal fees associated with the enforcement of these Terms or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.
  13. Collection Expenses. If Magnetic Strategy incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due under these Terms, Client agrees to reimburse Magnetic Strategy for all such costs, expenses and fees.
  14. Counterparts. These Terms may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.
  15. Headings; Construction. The headings/captions appearing in these Terms have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. These Terms is the result of negotiations between the parties and their counsel. Accordingly, these Terms shall not be construed more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.
  16. Entire Agreement; Modification. These Terms (along with any attachments incorporated herein and Statement of Works executed between the Parties) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. No change, modification, amendment, or addition of or to these Terms shall be valid unless in writing and signed by authorized representatives of both parties. Each party hereto has received independent legal advice regarding these Terms and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party’s employees, agents, representatives or attorneys regarding these Terms, except to the extent such representations are expressly set forth in these Terms.

SERVICE SPECIFIC TERMS AND CONDITIONS

  1. Service-Specific Terms
    1. Applicability. The provisions in Sections 29 through 35 apply only when Client has ordered the specific services described herein in a Statement of Work. The terms in Sections 29 through 35 are supplemental to, and not in lieu of, the other terms and conditions set forth in these Terms.
  2. Web Development Services. The following terms apply when Client orders web development services:
    1. Testing and Acceptance.
      1. Client and Magnetic Strategy shall jointly conduct testing of all deliverables according to the acceptance criteria specified in the applicable Order Form.
      2. Client shall have ten (10) business days following delivery of any deliverable (“Acceptance Period”) to test the deliverable and notify Magnetic Strategy in writing of any material nonconformities with the specifications set forth in the Order Form.
      3. If Client fails to provide such notice within the Acceptance Period, the deliverable shall be deemed accepted.
      4. If Client provides notice of nonconformity within the Acceptance Period, Magnetic Strategy shall promptly correct such nonconformities and re-deliver the corrected deliverable for further testing.
    2. Development Standards. All web development services shall:
      1. Conform to generally accepted web development standards and best practices.
      2. Be compatible with current versions of major web browsers.
      3. Be developed with responsive design principles for mobile compatibility.
      4. Include reasonable security measures to protect against common vulnerabilities.
    3. Source Code and Documentation. Upon final acceptance and payment:
      1. Magnetic Strategy shall deliver to Client all custom source code developed specifically for Client.
      2. Magnetic Strategy shall provide reasonable documentation of the code structure and functionality.
      3. Any third-party components, libraries, or tools shall be clearly identified along with their respective license terms.
    4. Project Delay Fees.
      1. If project completion is delayed by more than 30 days due to Client’s failure to provide necessary feedback, materials, or approvals:
        1. Client shall pay a delay fee of 10% of the total project cost.
        2. Beginning 60 days after the initial delay, Client shall pay an additional monthly fee of 5% of the total project cost until the project resumes.
      2. These fees apply regardless of the cause of delay unless such delay is solely attributable to Magnetic Strategy
  3. Booking Engine Services and PMS Integration. The following terms apply when Client orders booking engine services:
    1. Service Availability.
      1. Magnetic Strategy shall use commercially reasonable efforts to maintain 99.9% uptime of the booking engine services, excluding scheduled maintenance.
      2. Scheduled maintenance shall be performed during off-peak hours and with at least 48 hours advance notice to Client.
      3. Emergency maintenance may be performed as needed, with notice provided as soon as practicable.
    2. Platform Features.
      1. Magnetic Strategy shall maintain a booking engine platform that enables:
        1. Direct website bookings.
        2. Rate management.
        3. Inventory management.
        4. Booking administration.
        5. PMS data retrieval and display.
    3. PMS Integration.
      1. Magnetic Strategy’s responsibilities include:
        1. Establishing and maintaining connection between Client’s website and booking engine.
        2. Retrieving data from Client’s designated PMS.
        3. Displaying PMS data (including rates, availability, and property information) through the booking engine.
      2. Client acknowledges that:
        1. Magnetic Strategy’s role is limited to retrieving and displaying data from Client’s PMS system.
        2. Magnetic Strategy is not responsible for any integration, synchronization, or data exchange between Client’s PMS and any OTA platforms.
        3. Client is solely responsible for maintaining its relationships with OTA platforms.
        4. The accuracy and timeliness of data displayed depends on Client’s PMS system.
      3. Client Responsibilities:
        1. Maintain valid licenses and API access for PMS system.
        2. Provide necessary access credentials and documentation.
        3. Maintain current versions and subscriptions of PMS software.
        4. Promptly notify Magnetic Strategy of any changes to PMS system that may affect data retrieval.
    4. Data Synchronization.
      1. Real-time data retrieval will be attempted but cannot be guaranteed due to third-party system limitations.
      2. Magnetic Strategy shall implement error handling and notification systems for failed data retrieval attempts.
      3. Regular monitoring and maintenance of PMS connection will be performed.
    5. Platform Changes.
      1. Magnetic Strategy shall monitor for material changes to integrated platforms.
      2. Client acknowledges that third-party platform changes may require additional development work.
      3. Magnetic Strategy will provide reasonable notice of any required changes due to platform updates.
    6. Customization and Development.
      1. Standard customization included in base fees:
        1. Brand color scheme implementation.
        2. Logo integration.
        3. Basic layout adjustments.
      2. Custom development will be quoted separately and requires:
        1. Written scope approval.
        2. Additional development fees as specified in Statement of Work.
        3. May affect SLA commitments if substantially modified.
    7. Data and Termination.
      1. Upon termination, Magnetic Strategy will:
        1. Provide a complete export of all Client booking data in standard format.
        2. Maintain data backups for 30 days post-termination.
        3. Securely delete all Client data after 30 days.
      2. Client may request extended data retention for additional fees.
  4. Integration Services. The following terms apply when Client orders integration services for Property Management Software (PMS) and Online Travel Agencies (OTAs):
    1. Standard Integration Package.
      1. The standard integration package includes:
        1. Connection between Client’s website and booking engine.
        2. Integration with Client’s designated PMS.
        3. Standard connections to major OTAs including Airbnb and VRBO.
        4. Synchronized inventory and rate management across all platforms.
    2. Integration Scope.
      1. Data synchronization between:
        1. Client’s website.
        2. Magnetic Strategy’s booking engine.
        3. Client’s designated PMS.
        4. Connected OTA platforms.
      2. Synchronized content includes:
        1. Available inventory.
        2. Rates and pricing.
        3. Booking data.
        4. Property information and content.
    3. Client Responsibilities.
      1. Client must:
        1. Maintain valid licenses and API access for all third-party platforms.
        2. Provide necessary access credentials and documentation.
        3. Maintain current versions and subscriptions of PMS software.
        4. Promptly notify Magnetic Strategy of any changes to integrated systems.
    4. Data Synchronization.
      1. Real-time synchronization will be attempted but cannot be guaranteed due to third-party system limitations.
      2. Magnetic Strategy shall implement error handling and notification systems for failed synchronization attempts.
      3. Regular monitoring and maintenance of integration points will be performed.
    5. Third-Party Platform Management.
      1. Client is responsible for:
        1. Maintaining active accounts with OTA platforms.
        2. Paying any fees charged by OTA platforms.
        3. Complying with OTA platform terms of service.
      2. Magnetic Strategy will provide reasonable assistance with:
        1. Initial OTA account setup.
        2. Platform connection configuration.
        3. Ongoing integration maintenance.
  5. Digital Marketing Services. The following terms apply when Client orders digital marketing services:
    1. Performance Metrics.
      1. Magnetic Strategy shall provide monthly reports on agreed-upon key performance indicators (KPIs).
      2. KPIs shall be defined in the applicable Order Form.
      3. Historical performance data shall be maintained and accessible to Client.
    2. Content Rights.
      1. Client shall have final approval rights for all content before publication.
      2. Client is responsible for ensuring it has necessary rights for any materials provided to Magnetic Strategy.
      3. Magnetic Strategy shall obtain necessary licenses for any third-party content used in marketing materials.
    3. Ad Account Management.
      1. Client shall provide necessary access to advertising platforms.
      2. Ad account ownership and history shall remain Client’s property.
      3. Magnetic Strategy shall follow agreed-upon budgets and bidding strategies as specified in the Order Form.
  6. Support Services.
    1. Standard Support.
      1. Email support during business hours (9am-5pm Arizona Time, Monday-Friday).
      2. Response time within one business day for non-critical issues.
      3. Emergency support for critical issues affecting business operations.
    2. Service Level Commitments.
      1. Critical Issues: Initial response within 2 hours during business hours.
      2. High Priority: Initial response within 4 business hours.
      3. Normal Priority: Initial response within 1 business day.
      4. Low Priority: Initial response within 2 business days.
    3. Support Exclusions.
      1. Support for third-party software not provided by Magnetic Strategy.
      2. Hardware or network issues not related to Magnetic Strategy services.
      3. Issues caused by Client’s modification of deliverables without Magnetic Strategy’s approval.
  7. Service-Specific Intellectual Property Rights.
    1. Marketing and Web Development Services.
      1. Client shall own all deliverables specifically created for Client under marketing and web development services, including:
        1. Custom website designs and layouts.
        2. Content written specifically for Client.
        3. Custom graphics and creative materials.
        4. Marketing materials and campaigns.
      2. Such ownership shall transfer to Client upon full payment of all applicable fees.
    2. Booking Engine and PMS Integration.
      1. Magnetic Strategy shall retain exclusive ownership of:
        1. The core booking engine platform and all its components.
        2. All customizations and modifications made to the booking engine.
        3. All integration methods and code used to connect with PMS systems.
        4. All features and functionality developed for the platform.
      2. Client License Rights:
        1. Magnetic Strategy grants Client a non-exclusive, non-transferable license to use the customized booking engine platform solely for Client’s business purposes.
        2. The license is valid only for the duration of paid service.
        3. Client may not copy, modify, distribute, or create derivative works based on the booking engine platform.
        4. Client may not reverse engineer or attempt to extract the source code.
    3. Pre-Existing Materials.
      1. Magnetic Strategy retains all rights to:
        1. Pre-existing development frameworks and tools.
        2. Proprietary methodologies and processes.
        3. Reusable components and modules.
        4. General knowledge and expertise.
      2. Client receives a perpetual, non-exclusive license to use such materials only as incorporated into their specific deliverables.
    4. Third-Party Materials.
      1. All third-party materials (including open-source software, stock images, etc.) remain subject to their original licenses.
      2. Client is responsible for compliance with third-party license terms.
      3. Magnetic Strategy will identify third-party materials used in deliverables upon request.
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