Magellan Master Subscription Agreement
1. Definitions
1.1 “Agreement” means these Terms and Conditions governing the use of the Magellan Platform.
1.2 “Customer” means the individual or legal entity subscribing to and using the Magellan Platform.
1.3 “Effective Date” means the date on which the Customer executes an order form, subscription agreement, or otherwise begins using the Platform.
1.4 “Magellan” or “Provider” means Magellan, LLC, a Colorado limited liability company, with principal address at 115 Cherokee Way, Colorado, USA.
1.5 “Platform” refers to the Magellan Website and CRM software offering, which integrates WordPress, GoHighLevel CRM, and IDX Broker services, along with associated features, templates, automations, and tools provided as part of the Magellan service.
1.6 “Order Form” means any written or electronic order or subscription agreement executed by the Customer that references these Terms.
1.7 “Subscription Term” means the period during which Customer has agreed to subscribe to the Platform, including any renewals.
1.8 “Third-Party Services” means services, software, or data provided by third parties (e.g., GoHighLevel, WordPress, IDX Broker, MLS boards, or plugin vendors) that are integrated with or utilized by the Platform.
1.9 “Onboarding Period” means the initial setup period described in Section 4 of this Agreement.
2. Scope of Services
2.1 Magellan provides the Platform as a Software-as-a-Service (SaaS) offering, which includes:
- Deployment of a WordPress-based website using Magellan templates.
- Integration with Customer’s MLS IDX feed via IDX Broker (Customer must provide valid MLS credentials and authorizations).
- Access to a CRM powered by GoHighLevel, including automation, AI tools, communications, and marketing functionality.
- Ongoing updates and maintenance of core platform components.
2.2 Magellan is not a website design or content creation agency. Any custom work outside the standard platform templates and onboarding scope is considered Professional Services and is billed separately at Magellan’s prevailing rates.
2.3 Magellan may, at its discretion, modify, replace, or update components of the Platform, including substituting equivalent third-party services, provided core functionality is maintained.
3. Subscription Term, Auto-Renewal, and Termination
3.1 Initial Term. The initial subscription term begins on the Effective Date and continues for one (1) month unless otherwise stated in the Order Form.
3.2 Auto-Renewal. Subscriptions automatically renew on a monthly basis unless either party provides written notice of non-renewal at least fifteen (15) days prior to the end of the current Subscription Term.
3.3 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
3.4 Termination for Convenience. Customer may cancel its subscription at any time by providing written notice, effective at the end of the then-current billing cycle. No refunds will be issued for partial months.
3.5 Upon termination, Customer’s access to the Platform will be discontinued. Customer may request export of CRM data during a 30-day post-termination period; after such period, data may be permanently deleted.
4. Onboarding Period
4.1 Magellan provides an onboarding period to configure the Website and CRM according to the agreed-upon scope of work.
4.2 The onboarding period remains open until the earlier of:
- Completion of the defined onboarding scope; or
- Three (3) months from the Effective Date.
4.3 After onboarding concludes, any additional work to add custom elements or workflows not included in the original scope or standard platform updates will be billed separately.
4.4 Customer must provide required assets, credentials, and approvals in a timely manner.
5. Customer Responsibilities
5.1 Content and Assets. Customer is responsible for supplying all materials, text, graphics, images, IDX credentials, and other content to be used on the Website and within the CRM, except for assets included in the core Platform or standard updates.
5.2 Licensing. Customer represents and warrants that all content and assets provided are properly licensed, original, or owned by Customer, and do not infringe third-party intellectual property rights.
5.3 Compliance. Customer is solely responsible for complying with all applicable laws, regulations, and MLS/IDX rules, including but not limited to: TCPA, CAN-SPAM, RESO guidelines, MLS data display rules, and ADA accessibility.
5.4 Security. Customer must maintain secure passwords, manage user access responsibly, and follow Magellan’s recommended security practices.
5.5 Usage Fees. Customer is responsible for all usage-based fees incurred within the Platform, including but not limited to:
- Email, SMS, and voice communication usage within the CRM;
- AI tool usage;
- Any third-party WordPress plugins or extensions installed at Customer’s request.
5.6 Magellan is not liable for costs incurred due to excessive or unauthorized use by Customer’s users, agents, or third parties with access to Customer’s account.
6. Third-Party Services and Dependencies
6.1 The Platform relies on Third-Party Services including, but not limited to, WordPress (content management), GoHighLevel (CRM, communications, AI), IDX Broker (MLS data), and various plugin providers. Customer acknowledges that these services are operated by independent third parties and subject to their own terms of service, license agreements, and uptime performance.
6.2 Magellan is not responsible for any unavailability, modification, suspension, or discontinuation of any Third-Party Services. Any such events shall not constitute a breach of this Agreement by Magellan.
6.3 Magellan may change or substitute Third-Party Services at any time, provided that the overall functionality of the Platform is not materially degraded.
7. Acceptable Use Policy
7.1 Customer agrees to use the Platform solely for lawful business purposes related to real estate marketing and operations.
7.2 Customer shall not:
- ● Use the Platform to send unsolicited or unlawful communications, including but not limited to violations of TCPA, CAN-SPAM, or other spam regulations;
- Engage in any activity that would violate MLS or IDX Broker rules;
- Host, display, or transmit any infringing, defamatory, obscene, or otherwise unlawful content;
- Interfere with or disrupt Platform operations or third-party integrations;
- Attempt to reverse engineer, copy, or redistribute Magellan’s Platform software.
7.3 Magellan reserves the right to suspend or terminate Customer’s access to the Platform for violations of this Acceptable Use Policy, upon reasonable notice where practicable.
8. Data Ownership, Security, and Backups
8.1 Customer Data. All Customer-provided data (including CRM contacts, IDX credentials, website content, and communications) remains the property of Customer. Magellan shall have a limited license to access, process, and transmit such data solely for the purpose of providing the Platform.
8.2 IDX Data. Customer acknowledges that MLS/IDX data is subject to licensing rules from the respective MLS boards, and Customer must maintain valid MLS membership and comply with applicable regulations.
8.3 Security. Magellan employs commercially reasonable security measures to protect Customer Data. Customer is responsible for safeguarding its own login credentials and user access. Magellan is not liable for unauthorized access resulting from Customer’s actions, negligence, or failure to secure credentials.
8.4 Backups. Magellan maintains regular backups of core Platform systems but does not guarantee recovery of Customer-specific configurations or content. Customer is responsible for exporting or backing up their CRM and Website data as needed for their records.
8.5 Data Loss. Magellan shall not be liable for loss or corruption of data, whether arising from system failure, third-party outages, Customer actions, or otherwise. Customer’s sole remedy shall be restoration from the most recent available backup, where possible.
9. Compliance with Laws and Industry Rules
9.1 Customer is solely responsible for compliance with all laws, regulations, and rules applicable to its business and use of the Platform, including but not limited to: TCPA, CAN-SPAM, GDPR (if applicable), MLS and IDX display rules, RESO standards, and ADA accessibility requirements.
9.2 Magellan does not provide legal advice and shall not be responsible for Customer’s failure to comply with applicable laws or regulations.
9.3 Customer shall indemnify and hold Magellan harmless from any claims, fines, or penalties arising from Customer’s failure to comply with such laws and rules.
10. Intellectual Property & Licensing
10.1 Magellan IP. Magellan retains all right, title, and interest in and to the Platform, including software, templates, workflows, automations, branding, and any modifications or derivative works thereof.
10.2 Customer License. Subject to the terms of this Agreement, Magellan grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Platform during the Subscription Term.
10.3 Feedback. Customer grants Magellan a perpetual, irrevocable, royalty-free license to use any feedback, suggestions, or ideas provided by Customer for improving the Platform, without obligation or compensation.
10.4 Customer may not copy, modify, distribute, resell, sublicense, or otherwise exploit the Platform except as expressly authorized.
11. Media Assets & Copyright Responsibility
11.1 Magellan does not supply any media assets, copy, or design elements beyond those included in standard Platform templates, themes, default content, or official Magellan product updates.
11.2 Customer is solely responsible for ensuring that any images, text, or other media uploaded or used on their Website or CRM are properly licensed or owned.
11.3 Customer represents and warrants that their use of all assets complies with applicable copyright laws and does not infringe third-party rights.
11.4 Magellan shall have no liability for any copyright infringement, unlicensed asset usage, or intellectual property claims arising from Customer’s content.
12. Platform Updates & Feature Changes
12.1 Magellan may modify, enhance, or update the Platform at any time, including adding or removing features, workflows, templates, or integrations.
12.2 Magellan will use commercially reasonable efforts to maintain overall functionality but makes no guarantee that any specific feature, integration, or template will remain available throughout the Subscription Term.
12.3 Customer agrees to adapt to updated workflows, interfaces, or feature sets as part of the evolving SaaS Platform.
13. Support vs. Professional Services
13.1 Included Support. Magellan provides support for Platform functionality during normal business hours via email, support ticket, or chat. Included support covers questions, bug fixes, and assistance with core Platform features.
13.2 Professional Services. Any services outside of standard onboarding and Platform support — including but not limited to:
- Custom website or CRM development,
- Landing page design, custom workflows, or third-party plugin setup,
- Manual data entry, content creation, or marketing services,
- — shall be billed separately at Magellan’s then-current hourly or project rates.
13.3 Magellan reserves the right to adjust service rates annually upon thirty (30) days’ written notice.
14. Billing, Payment, and Taxes
14.1 Fees. Customer agrees to pay all subscription fees, usage-based fees (including email, SMS, voice, AI usage), and any applicable professional service fees in accordance with the pricing set forth in the applicable Order Form or subscription plan.
14.2 Auto-Renewal. Subscription fees will be automatically charged on a recurring monthly basis unless canceled in accordance with Section 3.
14.3 Usage Charges. Customer is solely responsible for all usage-based charges incurred within the CRM (email, SMS, voice, AI) and any third-party WordPress plugins or extensions installed at Customer’s request.
14.4 Late Payments. Magellan may suspend Platform access for non-payment. Interest on overdue amounts may accrue at the lesser of 1.5% per month or the maximum rate permitted by law.
14.5 Taxes. Fees do not include taxes. Customer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities (excluding Magellan’s income taxes).
14.6 No Refunds. Except as required by law, all fees are non-refundable.
15. Warranty Disclaimer
15.1 The Platform is provided “AS IS” and “AS AVAILABLE”, without warranty of any kind.
15.2 Magellan disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted service.
15.3 Magellan does not warrant that the Platform will be error-free or uninterrupted, or that data will be secure or not lost.
15.4 Customer acknowledges that third-party outages, API changes, and external dependencies are beyond Magellan’s control.
16. Limitation of Liability
16.1 Exclusion of Damages. To the maximum extent permitted by law, Magellan shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, data loss, business interruption, or reputational harm, even if advised of the possibility of such damages.
16.2 Cap on Liability. Magellan’s total cumulative liability arising out of or related to this Agreement shall not exceed the total fees paid by Customer to Magellan during the six (6) months preceding the event giving rise to the claim.
16.3 These limitations apply regardless of the cause of action, whether in contract, tort (including negligence), strict liability, or otherwise.
17. Indemnification
17.1 Customer agrees to indemnify, defend, and hold harmless Magellan, its affiliates, officers, directors, employees, and agents from and against any claims, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
- Customer’s breach of this Agreement;
- Customer’s violation of applicable laws or MLS rules;
- Customer’s content or assets, including copyright or licensing violations;
- Customer’s misuse of the Platform.
17.2 Magellan reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Customer.
18. Governing Law, Venue, and Dispute Resolution
18.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict of law principles.
18.2 Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Boulder County, Colorado, and each party irrevocably consents to the jurisdiction and venue of such courts.
18.3 The parties agree to attempt in good faith to resolve any disputes informally before commencing legal proceedings.
19. Force Majeure
19.1 Magellan shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government action, Internet or telecommunications failures, third-party service outages, or pandemics.
19.2 Performance times shall be extended for a period equal to the time lost due to such events.
20. Notices, Assignment, and Severability
20.1 Notices. All notices shall be delivered by email or in writing to the addresses specified in the Order Form. Notices by email are effective upon transmission.
20.2 Assignment. Customer may not assign or transfer this Agreement without Magellan’s prior written consent. Magellan may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.
20.3 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
21. Entire Agreement and Changes
21.1 This Agreement, together with any applicable Order Forms, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior or contemporaneous agreements, proposals, or communications.
21.2 Magellan may update these Terms and Conditions from time to time. Updates will be effective upon posting to Magellan’s website or other written notice to Customer.
21.3 Continued use of the Platform after such updates constitutes acceptance of the revised Terms.