TERMS OF SERVICE AGREEMENT

MARKETICS LLC

Effective Date: January 1, 2022
Company: Marketics LLC, a Wyoming Corporation
Service Areas: United States, Canada, and Mexico

1. SERVICES PROVIDED

Marketics LLC ("Company," "we," "us") provides comprehensive short-term rental optimization services ("Services") to property owners and managers ("Host," "you," "your") including:

1.1 Listing Optimization Services:

  • Property listing creation and optimization across booking platforms (primarily Airbnb and other booking channels)

  • Professional photography analysis and recommendations

  • Listing copy optimization for search algorithms

  • Search engine optimization (Google and other platforms)

  • Account setup and management

1.2 Revenue Management:

  • Dynamic pricing optimization using AI algorithms based on supply and demand analysis

  • Strategic pricing implementation, which may include temporary low pricing to build review reputation and rankings before capitalizing on higher rates

  • Market analysis and competitive positioning

1.3 Guest Communication Management:

  • Automated guest messaging systems

  • Timely communications based on guest interests

  • Booking confirmations and pre-arrival instructions

  • Check-in and hosting process communications

  • Post-stay follow-up and review solicitation

1.4 Reputation Management:

  • Review response management and optimization

  • Rating improvement strategies

  • Online reputation monitoring and enhancement

2. COMMERCIAL RELATIONSHIP

2.1 Business-to-Business Agreement: This agreement constitutes a commercial business-to-business relationship. Host acknowledges they are operating a commercial short-term rental business and are not acting as a consumer.

2.2 Agent Relationship: Company acts as Host's authorized agent for the purposes of managing listings, guest communications, and pricing optimization. Host acknowledges and approves all standard operating procedures and messaging templates used by Company.

3. REVENUE SHARING AND PAYMENT TERMS

3.1 Revenue Split: Company receives ten percent (10%) of all booking revenue, with ninety percent (90%) directed to Host. Payment splits are processed automatically by the booking platform three (3) days after guest check-in.

3.2 Banking Setup: Host must provide login credentials for initial account setup. Banking information changes are processed manually using Host's credentials under Company supervision.

3.3 Payment Processing: All payments are processed through the booking platform's payment system. Currency conversions are handled by the booking platform and converted to USD.

3.4 No Refund Policy: ALL PAYMENTS TO COMPANY ARE FINAL AND NON-REFUNDABLE. Company does not provide cash refunds under any circumstances.

4. STRATEGIC PRICING ACKNOWLEDGMENT

4.1 Pricing Strategy: Host acknowledges and agrees that Company's pricing optimization may include strategic low pricing periods designed to:

  • Build review reputation for new listings

  • Improve rankings and visibility on booking platforms

  • Recover from low review scores

  • Enhance overall market positioning

4.2 Case-by-Case Basis: Pricing strategies are implemented on a case-by-case basis, typically requiring 5-10 reviews to establish market position before transitioning to revenue optimization pricing.

4.3 Verbal Communication: Host acknowledges that pricing strategies and rationale are communicated verbally and agrees to this communication method.

5. PLATFORM DEPENDENCIES

5.1 Subject to Platform Changes: All Services are subject to and dependent upon the terms, conditions, policies, and operational changes of third-party booking platforms (Airbnb, VRBO, Booking.com, etc.).

5.2 Platform Adaptation: Company bears the cost and responsibility of adapting Services to comply with booking platform policy changes, updates, or modifications.

5.3 Platform Compliance: Host acknowledges that continued service depends on platform compliance and Company's ability to operate within platform guidelines.

6. TERM AND TERMINATION

6.1 No Minimum Term: This agreement has no minimum term requirement.

6.2 Termination Process: Either party may terminate this agreement at any time by providing written notice.

6.3 Last Check-in Basis: Upon termination, Services continue until the last guest booked under Company management checks in, after which Company receives final payment split.

6.4 Host Responsibilities Upon Termination: Host must:

  • Disconnect all APIs and integrations

  • Remove banking split arrangements

  • Reset account parameters as directed by Company

  • Change all account passwords for security

6.5 Failure to Comply: If Host fails to properly disconnect services as outlined above, Host assumes full responsibility for any continued charges, splits, or account activity.

7. CREDIT SYSTEM

7.1 Excess Funds: Any excess funds deposited into Company accounts after termination will be converted to service credits.

7.2 Credit Usage: Service credits may be:

  • Applied to future services if Host resumes service

  • Transferred to other Host properties under the same ownership

  • Used for additional optimization services

7.3 No Cash Conversion: Service credits cannot be converted to cash refunds under any circumstances.

8. SERVICE LIMITATIONS AND DISCLAIMERS

8.1 Initial Analysis: Company reserves the right to decline service after initial analysis if:

  • Revenue improvement potential is insufficient

  • Property revenue is below Company's service threshold

  • Property characteristics are unsuitable for optimization

8.2 Performance Disclaimers:

  • Company cannot guarantee specific revenue increases due to free market competition and market variables

  • Company guarantees service quality and continuous effort to improve booking platform algorithm rankings

  • Results may vary based on property location, condition, market demand, and external factors

8.3 No Revenue Guarantees: Host acknowledges that short-term rental revenue is subject to market forces, seasonal variations, economic conditions, and competitive factors beyond Company's control.

9. DATA SECURITY AND PRIVACY

9.1 Data Protection: Company employs encryption and industry-standard security measures to protect Host data and account information.

9.2 Security Breach Response: In the event of a suspected security breach, Company will:

  • Immediately notify affected Hosts

  • Recommend password resets for all accounts

  • Advise Hosts to contact booking platforms directly

  • Implement additional security measures as necessary

9.3 Account Access: Company requires login credentials and API access for service delivery. Host is responsible for maintaining secure passwords and notifying Company of any unauthorized access concerns.

10. LIABILITY LIMITATIONS

10.1 Limitation of Liability: Company's total liability to Host for any claims arising from this agreement shall not exceed the total fees paid by Host to Company in the six (6) months preceding the claim.

10.2 Excluded Damages: Company shall not be liable for:

  • Indirect, consequential, or punitive damages

  • Lost profits or revenue beyond direct service fees

  • Platform account suspensions or terminations not directly caused by Company negligence

  • Guest complaints or negative reviews

  • Market fluctuations or competitive pressures

10.3 Platform Account Issues: Host acknowledges that booking platform account suspensions, policy violations, or terminations may occur due to factors beyond Company's control. Company will assist in resolution efforts but cannot guarantee account reinstatement.

11. INDEMNIFICATION

11.1 Host Indemnification: Host agrees to indemnify and hold harmless Company from any claims, damages, or expenses arising from:

  • Guest injuries or property damage at Host's property

  • Host's violation of local laws or regulations

  • Misrepresentation of property conditions or amenities

  • Guest disputes or complaints regarding property condition or services

  • Host's failure to maintain required licenses or permits

11.2 Property Compliance: Host warrants that their property complies with all local zoning laws, safety regulations, and short-term rental requirements.

12. FORCE MAJEURE

Company shall not be liable for delays or failures in performance due to circumstances beyond its reasonable control, including but not limited to:

  • Booking platform policy changes or system outages

  • Natural disasters or emergencies

  • Government regulations or restrictions

  • Internet or technology infrastructure failures

  • Pandemics or public health emergencies

13. DISPUTE RESOLUTION

13.1 Mandatory Arbitration: All disputes arising from this agreement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

13.2 Small Claims Exception: Disputes involving claims of $10,000 or less may be brought in small claims court at either party's option.

13.3 Arbitration Location: Arbitration proceedings shall take place in Wyoming, unless both parties agree to an alternative location.

13.4 Arbitrator Authority: The arbitrator may award any relief available in a court of law but cannot award punitive damages.

14. GOVERNING LAW AND JURISDICTION

14.1 Governing Law: This agreement shall be governed by the laws of the State of Wyoming, without regard to conflict of law principles.

14.2 International Enforcement: For international Hosts, while Wyoming law governs interpretation, enforcement actions may be brought in the Host's local jurisdiction for practical purposes.

14.3 Severability: If any provision of this agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. GENERAL PROVISIONS

15.1 Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.

15.2 Modifications: This agreement may only be modified in writing signed by both parties.

15.3 Assignment: Company may assign this agreement to affiliates or successors. Host may not assign this agreement without Company's written consent.

15.4 Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.5 Notices: All notices must be in writing and delivered via email to the addresses provided during service setup.

16. ACKNOWLEDGMENT AND ACCEPTANCE

By engaging Company's services, Host acknowledges that they have read, understood, and agree to be bound by these Terms of Service. Host confirms they have the authority to enter into this agreement and that all information provided is accurate and complete.