Retreat Services Terms & Conditions

These Retreat Services Terms and Conditions (these “Terms”) are made and entered into by and between Marco Experiences, Inc., a Delaware corporation (“Marco”), and the client who agrees to these Terms in the manner presented by Marco as a condition of receiving Marco services and/or products (“Client”). Marco and Client are sometimes referred to in these Terms individually as a “Party” and together as the “Parties”.

1. PRODUCT & SERVICES.

1.1. In the event that Marco agrees to provide Client certain products and/or services for one or more retreats or events (each an “Event”), such services and/or products (collectively “Services”) shall be governed by these Terms, in addition to any other written agreements between Marco and Client.

1.2. As part of the Services, Marco will provide Client with proposed elements, features, costs and fees, and other details for each Event.

1.3. The Services are based on accurate and current information provided by Client. Client undertakes that all documents, information, data, and approvals necessary for Marco to perform the Services will be made available to Marco in a timely fashion. Client will make available such personnel of its organization as are necessary to assist Marco in fulfilling its obligations under these Terms. In case any of the above conditions are not timely complied with, or if Marco has to interrupt or delay the Services for reasons not attributable to Marco’s negligence or willful misconduct, any and all additional costs resulting therefrom shall be the responsibility of Client.

1.4. Marco will serve as an advisor and consultant for Client in performing the Services, but Client is ultimately responsible for its final selections. Client must approve all bookings before Marco will secure the booking, and Marco will provide cost estimates for each booking upon request. Marco is not responsible if certain options are not available, or for price changes after Marco provides an estimate to Client. When required by Marco or the third-party vendor or host, Client agrees to enter into booking contracts with the property, restaurants, vendor/s, or host/s, and be responsible for these contracts.

1.5. As part of the Services, Marco will designate a team member to serve as Client’s main point of contact throughout the planning process. This point of contact is separate from any onsite coordination and facilitation services during the Event, which must be requested in advance and paid for separately.

1.6. The Services are intended to include all features and requirements for the applicable Event, but if Client wishes to separately hire a vendor for the Event, Client must communicate this desire to Marco as soon as possible, and in any event with enough advanced notice for Marco to (i) approve or reject the vendor, in Marco’s reasonable discretion, and, (ii) coordinate with the vendor for the Services, if the vendor is accepted by Marco. If Client does not provide sufficient advanced notice and/or Marco rejects a Client vendor for the Event, Client, not Marco, is responsible for any issues, additional costs, and duplicate or inconsistent services related to the vendor for the Event. Client will be responsible for all payment, contracting, communications, and other obligations related to any vendors hired by Client for any Event.

2. FEES & PAYMENT TERMS

2.1. As consideration for the Services provided pursuant to these Terms, Client agrees to pay Marco all fees charged by Marco for such Services (the “Service Fee”), plus any taxes or service charges added to any Event components and any additional fees approved in advance by Client (such as onsite coordination and facilitation service fees). Additionally, Client will pay Marco for all amounts owed to third-party service providers and vendors for the Event booked by Marco, and Marco will make the required payments to such service providers and vendors for the Event.

2.2. All fees and amounts due hereunder shall be paid on the schedule provided by Marco; provided, however, if an Event or Event component is changed, rescheduled, or canceled, all amounts owed by Client shall be due within five (5) business days of Client’s receipt of the applicable invoice(s). Client agrees to pay all invoices via Stripe or other payment method requested by Marco.

2.3. Any amounts due to Marco under these Terms which are not received within five (5) business days of the due date shall accrue late fees equal to the lesser of (i) 3% per month or (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law, plus any third party late fees or charges incurred by Marco as a result of Client’s late payment. Without limiting Marco’s other rights or remedies, in the event Client is more than ten (10) days delinquent in their scheduled payments, Marco may suspend or terminate the Services immediately and resort to collection proceedings, and Client agrees to be responsible for Marco’s attorney's fees and costs incurred in those proceedings. Marco is not responsible for any late payments to third-party service providers or vendors for the Event resulting from Client’s late payment to Marco, or any fees, damages, or losses related thereto.

3. TERMINATION OF SERVICES.

Either Party may terminate Marco’s Services without canceling the Event(s) related to such Services at any time upon at least ten (10) business days written notice to the other Party (Event cancellation is described in Section 4 below). If Marco’s Services are terminated by Client but the related Event is not canceled, Client will pay Marco all Service Fees owed for the Event, plus all amounts owed for third-party reservations and orders incurred before the date of termination and reasonable fees for time incurred by Marco to transition the Event coordination to another service provider or to Client. If Marco’s Services are terminated by Marco but the related Event is not canceled, Client will pay Marco all amounts owed for third-party reservations and order incurred before the date of termination, but no Service Fees will be owed to Marco.

4. EVENT CHANGES, CANCELLATIONS & RESCHEDULING.

4.1. All third-party reservations and orders made for an Event will be subject to the change, cancellation, and rescheduling policies of the third party providing the property, services, or products. If Client needs to change, cancel, or reschedule a third-party reservation or order already placed for an Event (including, without limitation, changing the headcount for the Event), Client must contact Marco immediately and Marco will work with the third party to try to accommodate the request. Marco does not make any guarantees that such requests will be granted and is not responsible or liable for the denial of any such request, or any results, damages, or losses related thereto. Client is responsible for paying all change, cancellation, and rescheduling fees and additional costs (or payment in full if the changing, rescheduling, or cancellation request is denied), and in some instances Client may not receive a refund depending on the third party’s policy.

4.2. Upon Client’s (i) execution of the property contract for the Event or (ii) payment of the first installment payment for the Event, whichever is first (such action is referred to herein as the “Start of Services”), Client agrees to pay all amounts owed for the Event, including all applicable Service Fees, even if Client cancels, changes, or reschedules the Event (or any portion of the Event) for any reason. If Client cancels the Event before the Start of Services, no additional amounts will be owed by Client other than any non-refundable deposits already paid. If Client pre-paid any amounts for a canceled Event or Event component(s), Marco will refund all such amounts, minus the Service Fees owed to Marco and any applicable third-party cancellation fees. Marco reserves the right to charge additional Service Fees if an Event is rescheduled and such rescheduling requires additional or duplicate services from Marco, upon written notice to Client.

5. MARCO OWNERSHIP.

Client acknowledges and agrees that Marco has certain specialized knowledge and skills in the design, development, and execution of the Services, which forms an integral and continuing part of its business; and in the process of performing the Services and services for others, Marco has developed, and will continue to develop, certain underlying concepts and ideas, techniques, skills, improvements, methods, and know-how applicable to its event planning and coordination services (collectively referred to as the “Business Methodologies”). Notwithstanding anything to the contrary in these Terms, Marco shall retain all right, title, and interest in and to all Business Methodologies, including those which it may discover, adapt, or create in the performance of the Services for Client. Furthermore, Client acknowledges that, as part of performing the Services, Marco may utilize tools, products, and/or software programs owned by Marco, or which have been licensed to Marco by a third party (collectively, “Marco IP”), and Marco IP is and shall remain the sole property of Marco (or its licensor).

6. WARRANTIES.

6.1. Marco warrants that (i) it has the full power and authority to enter into and perform according to these Terms; and (ii) the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.

6.2. Client represents and warrants that (i) it has the full power and authority to enter into and perform according to these Terms; and (ii) any content in whatever form provided to Marco to use for the Services shall be current, accurate, and complete to the best of Client’s knowledge and will not infringe or misappropriate any intellectual property or other rights of any third party.

6.3. Either party must notify the other promptly of any claimed breach of the foregoing warranties. Client’s exclusive remedy and Marco’s entire liability for breach of warranty will be, at Client’s option, re-performance of the deficient Services or termination of the Services and return of the portion of the Service Fees (but not third party vendor fees) paid to Marco by Client for the deficient Services.

7. CONFIDENTIALITY.

7.1. Each Party shall (a) not use for its own benefit or knowingly disclose to, or use for the benefit of, any other person any Confidential Information of the other Party without the other Party’s prior written consent; (b) use at least the same degree of care and caution to protect the other Party’s Confidential Information from disclosure that it employs with respect to its own confidential information, and in any event reasonable care and caution; (c) only use the other Party’s Confidential Information to perform its obligations pursuant to these Terms and only disclose the other Party’s Confidential Information to those of its employees, contractors, and vendors who require access to it in order for the Party to be able to perform its obligations pursuant to these Terms; and (d) take appropriate action by instruction, agreement or otherwise with persons allowed such access to satisfy the foregoing obligations.

7.2. “Confidential Information” means all confidential and proprietary information of a Party disclosed orally or in writing by one Party to the other that is identified as confidential or that is reasonably understood to be confidential under the circumstances of disclosure. Confidential Information includes, without limitation, proprietary information, strategies, plans, processes, procedures, algorithms, materials, client lists, guest names and personal and/or business information, trade secrets, research, and technical manuals supplied to either Party.

7.3. Confidential Information shall not include any information which (i) is or becomes publicly available through no fault of the receiving party; (ii) is already in the receiving party’s possession without restriction on disclosure when disclosed by the disclosing party; (iii) is independently developed by the receiving party without use of the Confidential Information of the disclosing party; or (iv) is rightfully obtained by the receiving party from a third party without violating the rights of the disclosing party.

8. DISCLAIMER; LIMITATION OF LIABILITY.

8.1. ALL SERVICES HEREUNDER SHALL BE PROVIDED OR DELIVERED ON AN “AS-IS” BASIS. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY CONDITIONS, REPRESENTATIONS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY LAW.

8.2. IN NO EVENT SHALL MARCO BE LIABLE TO CLIENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, LOSS OF FUNDS, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF THE PARTY FROM WHOM SUCH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF MARCO FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO MARCO FOR THE APPLICABLE EVENT.

8.3. MARCO DOES NOT MAKE ANY GUARANTEES OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR OR TO ANY OF THE SERVICES, PROPERTIES, EQUIPMENT, FOOD, BEVERAGES, OR OTHER ELEMENTS OF THE EVENTS, EVEN IF BOOKED BY MARCO, INCLUDING, WITHOUT LIMITATION, CLIENT’S GUESTS OR PARTICIPANTS IN THE EVENT.

9. INDEMNIFICATION.

9.1. Client agrees to indemnify, defend, and hold harmless Marco and its officers, directors, employees, contractors, representatives, agents, and assigns from and against any and all third-party lawsuits, legal actions, or legal proceedings and any related costs and expenses, including reasonable attorney’s fees (collectively, “Claims”), related to or arising from any Event governed by these Terms, including, but not limited to, any bookings, services, or products for the Event(s) or any acts or omissions of Client or Client’s employees, contractors, officers, directors, investors, participants, and guests, other than to the extent such a Claim results from Marco’s gross negligence or willful misconduct. Marco agrees to give Client prompt written notice in the event of any Claim arising to which Marco believes indemnification is relevant and necessary. No Claims may be settled without Marco’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

9.2. Marco agrees to indemnify, defend, and hold harmless Client and its officers, directors, members, employees, contractors, representatives, agents, and assigns from and against any and all Claims, related to or arising from any grossly negligent acts or omissions of Marco or Marco’s employees, contractors, officers, directors, investors during or in connection with any Event governed by these Terms, other than to the extent such a Claim results from Client’s negligence or willful misconduct. Client agrees to give Marco prompt written notice in the event of any Claim arising to which Client believes indemnification is relevant and necessary. No Claims may be settled without Client’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

10. MISCELLANEOUS.

10.1. Force Majeure. If the performance of the Services or any obligation under these Terms is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control, including, without limitation, acts of god, pandemic, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, strikes, lock-outs, or work stoppage, and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. For avoidance of doubt, this “Force Majeure” section only applies to each Party’s obligations pursuant to these Terms, and does not apply to an Event itself; changing, cancellation, and rescheduling of Event components (including the entire Event) is governed by Section 4 above.

10.2. Independent Contractor. Marco and Client are and will remain independent contractors as to each other, and no joint venture, partnership, agency, or other relationship which would impose liability upon one Party for the act or failure to act of the other will be created or implied hereby or herefrom.

10.3. Governing Law. These Terms are governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.

10.4. Arbitration. Any dispute between Marco and Client arising under these Terms or related to any Services provided to Client by Marco will be submitted to binding arbitration in San Francisco County, California, in accordance with the rules of the American Arbitration Association.

10.5. Assignment. Client shall not assign these Terms without the prior written consent of Marco. These Terms will inure to the benefit of and will be binding upon the successors and permitted assigns of the parties.

10.6. Severability; Waiver. If any provision of these Terms are held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. The waiver of any one default will not waive any other default.

10.7. Entire Agreement. These Terms, plus any written agreement between the Parties regarding the Services and/or any Event(s), constitute the entire agreement, and supersede all prior negotiations, understandings, or agreements (oral or written), between the Parties concerning their subject matter. The failure of either Party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights. No change, modification, or waiver to these Terms will be effective unless in writing and signed by both Parties. In the event that any provision of these Terms is determined by any court of competent jurisdiction to be unenforceable, such provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law.