Advertising Trends to Watch in 2024 Report
> Reduce order processing times
> Improve inventory management accuracy
> Enhance dynamic content management on the homepage
> Simplify product listing updates
From Performance to Precision: 5 Tips for Modern Marketers
Focal provides certain web development, marketing, advertising, technology management and related professional services; and
WHEREAS, Client desires to acquire certain Services on behalf of itself and its Affiliates, if any, as more fully described in the Order Form, and Focal desires to provide the Services to Client and its Affiliates, if any, in accordance with the terms and conditions of this Agreement and the Order Form.
Client shall not change or delete any copyright notices on the Services.
Focal grants Client a limited, non-exclusive license to access and use the Deliverables for Client’s internal business purposes.
Each User may not have more than one account and shall not share passwords. Client is responsible for account security.
in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties further agree as follows:
In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
means an entity that is (i) in control of, controlled by or under common control with Client, and (ii) expressly named as an Affiliate in the Order Form.
means this Master Services Agreement and all documents incorporated by reference.
means the entity specified as “Client” in the Order Form, collectively with its Affiliates, if any.
means Client’s data, content and information provided to Focal.
means an entity that solicits or provides services substantially similar to the Services.
means any nonpublic, proprietary information disclosed by one party to the other.
mean any work product created for Client as part of the Services and defined in the Order Form.
means Focal Software, Inc., a Delaware corporation, its successors and assigns.
means Focal’s employees and contractors.
means the services and Deliverables Focal provides as described in this Agreement and Order Form.
means services and products owned or supplied by parties other than Focal.
means an individual authorized by Client to access the Services.
The Services shall be provided in accordance with this Agreement. Client’s rights are subject to Client’s compliance with the terms hereof.
Focal shall provide support and maintenance as set forth in the Order Form. Client may be charged additional fees for support not hosted by Focal.
2.3.1 Client shall pay all fees set forth in this Agreement. Focal shall invoice monthly with payment due thirty (30) days from invoice. All Fees are nonrefundable except as expressly set forth.
2.3.2 If Client disputes an invoice, Client shall notify Focal within thirty (30) days. Overdue Fees bear interest at 1.5% per month or the maximum rate allowed by law. If Fees are more than thirty (30) days overdue, Focal may suspend Services upon notice.
2.3.3 All Fees are exclusive of sales and other taxes. Client is responsible for any applicable taxes except taxes based on Focal’s net income.
If Client initiates a chargeback and Focal prevails, Client shall reimburse Focal for all chargeback fees, investigation costs, and attorney fees. Focal may suspend or terminate access pending resolution.
Focal owns the Services, Deliverables, and all intellectual property therein. Client owns Client Content.
Client shall not change or delete any copyright notices on the Services.
Focal grants Client a limited, non-exclusive license to access and use the Deliverables for Client’s internal business purposes.
Client shall not sublicense, reverse engineer, decompile, or use the Services in violation of this Agreement or applicable law.
Client is responsible for all hardware, software, and internet access necessary to use the Services.
Each User may not have more than one account and shall not share passwords. Client is responsible for account security.
Client may export all Client Content at any time. Exports are provided “as-is” without warranty. Data may require reformatting. Export timeframe depends on volume and may take up to 30 days for large datasets. Focal shall provide Client with a complete data export in a standard format upon request at no charge.
Focal’s support personnel may access Client Content for troubleshooting, maintenance, security, and performance monitoring. Focal maintains strict confidentiality over all support access.
Client shall not use the Services for any illegal, fraudulent, or harmful purpose, including: (i) violating law or third-party rights; (ii) fraud or money laundering; (iii) violating marketplace terms; (iv) reverse-engineering Focal’s technology; (v) scraping competitor data; (vi) impersonating others; (vii) gaining unauthorized access; (viii) disrupting the Services; (ix) competing with Focal; or (x) extracting data in violation of law. Focal may suspend Services immediately for prohibited uses.
(a) Data stored on Google Cloud Platform in U.S. data centers with SOC 2 Type II, ISO 27001, and PCI DSS certifications. (b) All data encrypted with AES-256 at rest and TLS 1.2+ in transit. (c) Nightly backups with 30-day retention; RTO < 4 hours; RPO < 1 hour. (d) Access limited to authorized personnel with audit logs. (e) Data breach notification within 30 days. (f) Data retained during Services plus 30 days, then deleted. (g) No third-party access without consent. (h) Certifications on request. (i) Despite security, Focal makes no guarantee against all breaches. Client should maintain separate backups and disaster recovery plans.
Focal integrates with Amazon, eBay, Walmart, Shopify, WooCommerce. (a) API Credentials: Encrypted and securely stored. Client may disconnect anytime. Deleted upon termination. (b) Data Sync: Near real-time with automatic retries. Manual re-sync available. Not liable for delays. (c) Discrepancies: Focal investigates; Client liable for consequences. (d) Compliance: Client responsible for marketplace terms. (e) Data Retention: Remains indefinitely after termination. (f) Downtime: Not liable if marketplace unavailable. (g) Integration Maintenance: Works to maintain compatibility. (h) Deprecation: 10 days’ notice before discontinuing. (i) No Warranty: No warranty about marketplace performance. (j) Plaid: Plaid manages bank connections and is responsible for issues. Not liable for Plaid fees or disconnections. (k) No Endorsement: Integration not endorsement; no warranty of legitimacy.
AI Chatbot features are powered by OpenAI technology. (a) AI responses may contain errors, inaccuracies, hallucinations, or outdated information. (b) Focal makes NO WARRANTY on AI accuracy, completeness, or reliability. (c) Client is solely responsible for independent verification of all AI-generated information before acting. (d) Focal has NO LIABILITY for errors, misstatements, or harmful consequences from AI-generated responses. (e) DO NOT INPUT SENSITIVE, CONFIDENTIAL, OR PERSONAL DATA into AI chatbot. (f) AI responses may be used by OpenAI for research and improvement purposes. (g) Client should not rely solely on AI output for critical business, financial, legal, or medical decisions. (h) AI chatbot is provided “as-is” without warranties of any kind.
Client’s rights are subordinate to Third Party Licenses. Client shall comply with all Third Party Licenses.
This Agreement commences on Effective Date and continues until terminated.
Continues for initial period in Order Form, subject to renewal.
5.3.1 Automatic Termination. Terminates if Order Form terminates.
5.3.2 Either party may terminate for material breach not cured within 10 days (payment) or 30 days (other).
Client pays all accrued Fees. Remaining Fees due if terminated by Focal or Client without cause.
If requirements conflict with Services, Focal may modify or discontinue upon 30 days’ notice. If regulatory requirements conflict with Services, Focal may suspend or terminate Services. Not liable for business impact.
Qualified to perform Services professionally.
Owns or has authorization for Client Content and is not a Competitor.
Receiving Party keeps information confidential with reasonable care and limits access.
Excludes previously known, public, or independently developed information.
Either party may disclose existence or terms to enforce.
Indemnifies Client from third-party claims of patent, copyright, or trademark infringement.
Indemnifies Focal from claims from: (i) Client’s breach; (ii) customer disputes; (iii) Client Content infringement; (iv) Client’s legal violations; (v) marketplace violations; (vi) Prohibited Uses; (vii) customer/marketplace disputes; (viii) unauthorized accounting; (ix) Section 9 breach; (x) regulatory violations.
During Services and 12 months after, Client shall not solicit, recruit, or hire Focal employees or contractors without consent.
EXCEPT AS EXPRESSLY SET FORTH, FOCAL MAKES NO WARRANTIES. SERVICES PROVIDED “AS IS”.
FOCAL NOT LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. LIABILITY LIMITED TO FEES PAID IN PRECEDING SIX (6) MONTHS.
CLIENT ACKNOWLEDGES THESE DISCLAIMERS ARE FUNDAMENTAL TO THIS AGREEMENT.
ALL FORECASTING INCLUDING DEMAND, INVENTORY, SALES, GROWTH PROJECTIONS, TREND ANALYSIS, AND CASH FLOW FORECASTING ARE ESTIMATES ONLY AND ARE NOT GUARANTEES. Forecasts are based on historical data that may not predict future outcomes. Market conditions, competitor actions, and external factors are outside Focal’s control. Focal makes NO WARRANTY regarding forecast accuracy or completeness. Client is responsible for independent validation and should not rely solely on forecasts for critical business decisions including inventory purchasing, staffing decisions, capital investments, or strategic planning.
Third-party APIs do not always return complete or accurate data. Orders may contain errors, missing fields, incomplete transaction information, or discrepancies. API providers may limit data availability or provide incomplete responses. FOCAL MAKES NO WARRANTY ON COMPLETENESS OR ACCURACY OF API DATA. Client is responsible for independent verification of critical data. FOCAL HAS NO LIABILITY FOR INCOMPLETE DATA, ERRORS, MISSING INFO, OR BUSINESS LOSSES FROM API DISCREPANCIES.
Focal’s Services are hosted on and depend on Google Cloud Platform (GCP). FOCAL IS NOT LIABLE FOR ANY GCP OUTAGES, SERVICE DEGRADATION, API CHANGES, SECURITY INCIDENTS, DATA LOSS, OR SERVICE DISRUPTIONS CAUSED BY GCP OR ITS INFRASTRUCTURE. In the event of GCP unavailability, Focal’s Services may be unavailable.
Focal makes NO GUARANTEE regarding system uptime or availability. The Services are provided on an “as available” basis and may experience interruptions for maintenance, updates, or third-party outages. FOCAL IS NOT LIABLE FOR SERVICE INTERRUPTIONS OR DATA LOSS.
Focal is not liable for email delivery failures, delays, or non-delivery of email alerts and notifications.
NO TAX ADVICE PROVIDED. ALL BOOKKEEPING FEATURES PROVIDED “AS IS”. Focal’s Services provide financial data aggregation and bookkeeping tools only. Focal does not provide accounting, bookkeeping, tax advice, or financial planning services. CLIENT MUST CONSULT WITH A QUALIFIED ACCOUNTANT OR FINANCIAL ADVISOR. NOT LIABLE FOR BOOKKEEPING ERRORS, TAX VIOLATIONS, AUDIT FAILURES, OR FINANCIAL REPORTING INACCURACIES.
AI MAY CONTAIN ERRORS, INACCURACIES, OR HALLUCINATIONS. FOCAL MAKES NO WARRANTY ON AI ACCURACY. Client must independently verify before acting. NOT LIABLE FOR INACCURATE AI-GENERATED CONTENT. DO NOT INPUT SENSITIVE DATA.
Client’s data may be processed by subprocessors including Google Cloud Platform, Plaid, OpenAI, and integrated marketplace providers. A current list of subprocessors is available at www.focal.com/subprocessors. Client consents to Focal’s use of these subprocessors. Focal is not liable for subprocessor issues, outages, or data handling practices.
CLIENT’S SOLE REMEDY IS FEES PAID IN PRECEDING SIX (6) MONTHS. LIABILITY CAPPED AT FEES ACTUALLY PAID.
SERVICES NOT SUITABLE FOR LIFE-SAFETY, NUCLEAR, AEROSPACE, MEDICAL, EMERGENCY RESPONSE, MILITARY, AUTONOMOUS VEHICLE, FINANCIAL TRADING, OR OTHER MISSION-CRITICAL SYSTEMS WHERE FAILURE COULD CAUSE HARM. CLIENT ASSUMES ALL RISK FOR SUCH USE.
Client shall provide access to verify compliance upon request.
Parties are independent contractors. No partnership or employment relationship.
Grants Focal non-exclusive license to use Client Content for providing Services.
Focal may use aggregated, anonymized Client data for research, analytics, benchmarking, whitepapers, marketing, and product improvement. Such data cannot identify Client or individual end-users. Client may opt out by written request. Focal requires prior written consent from Client to use Client’s name in connection with published materials.
Client liable for all charges including unauthorized charges. Client authorizes Focal to charge payment method on file.
Client shall not violate law in using the Services.
Delaware law. Delaware courts. Parties meet and confer in 15 days.
For convenience only.
Client may not assign without consent. Focal may assign upon merger or sale.
Invalid provisions amended to minimum extent necessary.
Only parties hereto and identified beneficiaries have rights.
May be signed in counterparts. Electronic signatures valid.
Each party represented or afforded opportunity for counsel.
Not responsible for delays beyond reasonable control, except payment obligations.
Provisions surviving termination shall survive.
Failure to enforce not a waiver. Waivers in writing only.
Grants Focal right to publicize Client as customer unless requested otherwise.
Order Form incorporated. This is entire agreement. Conflicts: (i) Order Form, (ii) click-wrap, (iii) this Agreement.
In writing; delivered personally, certified mail (3 days), email (date confirmed), or overnight.
To Focal:
Focal Software, Inc.
Attn: Legal Notices
6608 N Western Ave
PMB 2032
Oklahoma City, OK 73116
info@getfocalsoft.com
To Client: As specified in Order Form.
Client signs documents reasonably requested by Focal.
Damages for breach of Sections 3.4, 3.8.1, 7, or 9 difficult to ascertain. Either party may seek injunctive relief, temporary restraining orders, or specific performance without bond. Each party consents to preliminary, temporary, or permanent injunctions and other equitable remedies.
Focal is an eCommerce management solution with multiple features to make your eCommerce tasks easy
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