Terms & Conditions

    Platform Engagement Model (Per-Appointment)

    The Magneto Effect, LLC — Last Updated July 2026

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    1. The Magneto Platform

    1.1 Integrated Platform

    The Magneto Effect, LLC ("Magneto") provides an integrated client acquisition platform ("the Magneto Platform" or "Services") comprising five interdependent operating layers delivered as a unified system. The Platform is not a collection of independent services that may be engaged separately; each layer depends on and enhances the others.

    1.2 Platform Layers

    Layer 1 — Advertising & Lead Generation: advertising managed by Magneto across Google Local Services Ads, Google Search Ads, and Meta (Facebook/Instagram), including campaign setup, creative, bid management, A/B testing, landing-page/funnel optimization, and reporting. For Magneto-Managed channels, advertising is operated through Magneto's own accounts and Program Brands per Section 6.

    Layer 2 — Response Center & Speed-to-Lead Infrastructure: 24/7/365 lead response, call tracking and recording, tracking numbers and webhook-connected forms, lead pre-qualification, meeting scheduling, notifications, and reminders.

    Layer 3 — Sales CRM & Technology Stack: Magneto's proprietary CRM, ad-platform API integrations for real-time attribution and closed-loop reporting, pipeline tracking, dashboards, and the system of record for Platform Engagement Fee calculation.

    Layer 4 — Managed Closer & Consultation Framework: Magneto's proprietary OnCall and OffCall consultation frameworks, the structured intake approach, the redirect protocol for legal questions, and assigned managed Closers operating within Magneto's framework on Magneto's CRM.

    Layer 5 — Coaching, Training & Compliance: group coaching, CRM training, scope-of-practice compliance training, call-recording review, analytics, approved consultation scripts, and ongoing optimization.

    1.3 Practice Area Customization

    The Practice Area Schedule specifies what is customized per practice area: legal niche/case types, geographic targeting, the Platform Engagement Fee rate, the Warranted Monthly Meeting Volume, ad spend, and any exclusivity terms.

    1.4 Platform Dependencies

    The Platform's layers are interdependent. Magneto cannot guarantee performance if any layer is bypassed, disabled, or substituted with third-party alternatives without Magneto's written approval.

    1.5 Term & Termination

    Neither party may terminate for convenience during the Initial Warranty Period (first 90 days). Thereafter, either party may terminate for convenience on sixty (60) days' written notice, or ninety (90) days' notice at the end of any annual license term. Magneto may terminate immediately for payment default exceeding thirty (30) days, material breach, or violation of non-solicitation, non-circumvention, or scope-of-practice provisions. The Annual Platform License Fee is non-refundable except through the warranty remedies in Section 5.

    1.6 Effects of Termination

    On termination: (a) assigned personnel removed within five (5) business days; (b) CRM access revoked and Platform infrastructure disconnected; (c) the Partner Firm's Client Data exported within thirty (30) days per Section 7; (d) accrued fees payable within fifteen (15) days; (e) confidentiality, non-solicitation, IP, data, and scope-of-practice provisions survive.

    2. Payment Terms

    2.1 Annual Platform License Fee

    An Annual Platform License Fee applies per practice area as specified in each Practice Area Schedule (standard: $25,000 per case type per year). Non-refundable except through the Section 5 warranty remedies.

    2.2 Platform Engagement Fee (per Attended Qualified Meeting)

    The Partner Firm shall pay a Platform Engagement Fee, being a fixed dollar amount per Attended Qualified Meeting delivered through the Platform, at the rate specified in the applicable Practice Area Schedule, billed monthly.

    An "Attended Qualified Meeting" is a consultation that (i) concerns a case type within the niche specified in the Schedule, (ii) involves a prospective client in the covered geographic area, and (iii) is attended and completed by the prospective client, as recorded in Magneto's CRM.

    The Platform Engagement Fee is a fixed per-meeting service fee for advertising, response-center, intake, sales, technology, coaching, and compliance services. It is not calculated by reference to legal fees, matter value, retention, settlement, or case outcome, and is payable whether or not the prospective client retains the Partner Firm. All variable response-center costs (inbound/outbound calls, AI-assisted lead response, call tracking, lead processing) are included in the Platform Engagement Fee and are not separately invoiced.

    2.2.1 Payment Split

    Payment 1 (60%) due within five (5) business days of invoice; Payment 2 (40%) within ten (10) business days. The Partner Firm may instead pay the full invoice within five (5) business days.

    2.3 Engagement-Fee Rate Calibration

    The rate stated in the Schedule is the Original Calibrated Rate and the maximum per-meeting fee for the term. It is reviewed every sixty (60) days: it may be reduced mid-term when delivered performance falls and restored — up to but never above the Original Calibrated Rate — when performance recovers. It is re-anchored at each annual renewal. The initial rate is provisional pending the 30-day calibration in Section 5.6.

    2.4 Late Payment

    A late fee of 1.5% per month (18% annually) accrues on overdue amounts.

    2.5 Platform Center Setup Fee

    A one-time Platform Center Setup Fee of $2,000 applies per Practice Area Schedule, payable on execution.

    2.6 Advertising Budget

    Advertising is funded by one or both methods, per the Schedule:

    (a) Direct-to-Platform: the Partner Firm pays the advertising platform directly (e.g., Google LSAs) and Magneto manages the account. The Partner Firm maintains the account in good standing and Magneto's administrative access; Magneto has no liability for losses from Partner-Firm-caused suspension or access revocation.

    (b) Magneto-Managed: the Partner Firm prepays advertising budget to Magneto, which places and manages advertising through Magneto's own accounts, business manager, and Program Brands (Section 6). Budget is received before the advertising period begins, held exclusively for the Partner Firm's advertising, not commingled with operating revenue; unused balances roll forward; Magneto provides monthly accounting and shall not spend beyond budget paid.

    Each Magneto-Managed campaign is operated for a single Partner Firm, funded by that Partner Firm's prepaid budget, geo-targeted to its territory, and sized to the consultation volume it elects to purchase (Section 6).

    Channel Allocation across platforms is Magneto's sole operational decision; the Partner Firm funds the total Minimum Monthly Ad Spend and shall not direct the cross-channel allocation.

    Non-Payment Consequences: any period in which campaigns are paused for the Partner Firm's failure to fund is excluded from warranty calculations, constitutes a failure of Warranty Conditions, and if continuing beyond ten (10) business days after notice is a material breach. Magneto shall not advance, front, or subsidize advertising.

    Ad Account, Brand & Audience Ownership: all Magneto-Managed advertising accounts, business-manager accounts, Program Brands, brand pages, pixel data, Audience Assets (Section 7.3), and campaign configurations are and remain Magneto's sole property and are not transferable on termination. For Direct-to-Platform accounts, the account belongs to the Partner Firm, but campaign configurations, ad copy, and creative are Magneto IP per Section 10.

    2.7 Service Suspension

    If Payment 1 is more than ten (10) business days past due, Magneto may suspend Services on five (5) business days' notice, resuming within five (5) business days of payment.

    3. Managed Sales Closer Provision

    3.1 Magneto assigns trained sales intake professionals ("Closers") to conduct intake consultations. Each Closer is Magneto's independent contractor, not the Partner Firm's employee, agent, or representative. Magneto may, in its discretion, assign, rotate, or share Closer capacity across the network to maximize consultation coverage.

    3.2 The Partner Firm has no direct contractual, employment, or supervisory relationship with any Closer and shall not direct, discipline, schedule, or terminate any Closer; all performance management is Magneto's.

    3.3 Magneto shall respond to legitimate performance concerns within five (5) business days and, if warranted, replace within fourteen (14) business days.

    3.4 Magneto provides backup coverage during Closer PTO, illness, or unavailability.

    4. Sales Personnel — Scope of Practice

    4.1 Role

    Closers are sales intake professionals operating within Magneto's structured consultation framework. They conduct fact-finding and case qualification, present fee structures and engagement options using the framework, facilitate prospective-client engagement with the Partner Firm, and redirect all legal questions, case-merit inquiries, and requests for legal guidance to the Partner Firm's licensed attorneys. Closers do not provide legal advice, opinions, or services of any kind.

    4.2 Partner Firm Obligation

    The Partner Firm shall provide jurisdiction-specific guidance distinguishing permissible sales discussion from legal advice, update it as rules change, and not direct any Closer to exceed the case-advocate role.

    4.3 Magneto's Obligations

    Magneto shall require scope-of-practice training before assignment, train Closers in the redirect protocol, monitor call recordings for compliance, and address concerns including Closer removal.

    4.4 Mutual Indemnification

    Magneto indemnifies the Partner Firm for Magneto's negligence in training/supervising Closers on scope-of-practice, except where the Partner Firm directed the Closer beyond the advocate role. The Partner Firm indemnifies Magneto for directing/encouraging legal advice, failing to provide scope guidance, or holding out a Closer as a legal professional.

    4.5 No Attorney-Client Relationship

    No interaction with Magneto personnel creates an attorney-client relationship. Magneto's Services are sales, marketing, intake optimization, and business consulting only; all legal services are the Partner Firm's responsibility.

    5. Platform Performance Warranty (Meeting-Delivery Standards)

    5.1 Warranty Period

    Magneto warrants the Platform's delivery of qualified consultation capacity during the first ninety (90) days following the Schedule Effective Date (the "Initial Warranty Period"), then over consecutive rolling 90-day Quarterly Assessment Periods. Each standard measures Magneto's delivery of consultation capacity and is independent of signings, revenue, or case outcome.

    5.2 Warranted Delivery Standards

    • Warranted Monthly Meeting Volume: the number of Attended Qualified Meetings per month specified in the Practice Area Schedule.
    • Meeting Show-Rate: ≥ 65% (Attended Qualified Meetings ÷ meetings booked).
    • Speed-to-Meeting: ≥ 60% of qualified leads scheduled into a booked meeting within 24 hours of lead receipt.
    • Coverage: no consultation left unstaffed due to Closer unavailability; network backup coverage provided.

    5.3 Warranty Conditions

    The warranty applies provided the Partner Firm: (a) funds advertising at or above the calibrated Minimum Monthly Ad Spend; (b) uses Magneto's assigned Closer(s) exclusively; (c) adopts Magneto's recommended offer/pricing/engagement structures; (d) maintains a 4.9+ Google rating (50+ reviews) or 4.8+ (100+ reviews); (e) takes all reasonable cases at the Schedule minimums; (f) pays all fees on time; (g) keeps the CRM current daily; (h) schedules all consultations through the Platform; (i) carries out cases professionally; and (j) does not direct any Closer beyond the case-advocate role.

    5.4 Remedy

    If a warranted standard is not met (and Warranty Conditions are fulfilled), the Partner Firm's remedy is a refund or credit of the Annual Platform License Fee for the affected period per the Schedule (firm fees only). This is the sole and exclusive remedy for a delivery shortfall.

    5.5 Optional Annual Revenue Target (Add-On)

    A Partner Firm may elect, in the Schedule, an additional revenue-denominated commitment layered on the delivery warranty: Tier A — $1,000,000 or Tier B — $2,000,000 of Signed Case Revenue over twelve months. Tier A requires the Warranted Monthly Meeting Volume throughout; Tier B requires a 140/month average (cumulative ≥ 1,680 over 12 months) with a 70/month floor in the first 90 days. If unmet (Warranty Conditions fulfilled), remedy is a full refund of the Annual Platform License Fee, less credits already applied. Signed Case Revenue is measured from matters marked WON in the CRM. If no tier is elected, the delivery warranty in 5.2 is the sole performance commitment.

    5.6 Ad Spend Calibration & Commitment

    Within thirty (30) days of the Schedule Effective Date, Magneto calibrates the Minimum Monthly Ad Spend, based on actual cost-per-lead and funnel conversion, to support the Warranted Monthly Meeting Volume, and confirms it in writing as a Schedule amendment. The Partner Firm commits to maintaining at least the calibrated Minimum Monthly Ad Spend; reducing below it without Magneto's written approval voids the warranty for the affected period and, if uncured within fifteen (15) business days of notice, may be treated as material breach.

    5.7 Disclaimer

    EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MAGNETO DOES NOT WARRANT ANY SPECIFIC REVENUE, CASE VOLUME, OR BUSINESS OUTCOME BEYOND THE WARRANTED DELIVERY STANDARDS.

    6. Advertising & Brand Operation

    6.1 Characterization

    Magneto operates its own for-profit lead-generation and marketing/client-development service under Program Brands that Magneto owns and controls. For Magneto-Managed campaigns, Magneto is the operator, publisher, and advertiser of record (operational sense) of all Program Brand advertising. Magneto provides advertising and client-development services; it does not resell leads as a commodity, and the Platform Engagement Fee is a service fee not contingent on retention. Nothing herein constitutes a division or sharing of legal fees.

    6.2 Program Brand ownership

    All Program Brands, pages, advertising accounts, creative, funnels, and Audience Assets are Magneto's sole property and IP, and remain with Magneto on termination. The Partner Firm receives no ownership of or license to the Program Brands beyond receiving routed prospective clients during the term, and shall cease all use of and claim to them on termination.

    6.3 Editorial control

    Magneto retains sole editorial and creative control. The Partner Firm has no right to direct, approve, modify, or veto creative on the basis of style, tone, or preference; its only creative right is the compliance-objection right in 6.6.

    6.4 No Partner identification in top-of-funnel creative

    Program Brand advertising shall not name or identify any Partner Firm. The consumer interacts with the Program Brand; the identity of the routed Partner Firm and any required attorney-advertising disclosures attach at the qualification and engagement stage. The Parties do not operate in any state whose rules would require a Partner Firm to be identified in advertising; such states are Suppressed under 6.7.

    6.5 No recommendation; per-partner campaigns; pre-assignment

    (a) The Program Brand shall not recommend, endorse, or vouch for the competence of any Partner Firm, nor imply it has analyzed a prospect's problem to select an attorney. (b) Each Magneto-Managed campaign is operated for a single Partner Firm and geo-targeted to its territory. A lead is generated by, and pre-assigned to, the Partner Firm whose campaign produced it, determined at the point of capture; leads are never pooled, aggregated, auctioned, or sold to competing bidders, and are never allocated on any quality-based assessment of Partner Firms. Where more than one Partner Firm runs a campaign covering overlapping geography under the same Program Brand, each lead remains attributable to the single campaign that produced it. (c) The only routing representation made to a prospect shall be substantially: where a territory has a single Partner Firm, "We will connect you with the participating attorney in our [Program Brand] network located nearest to you," and where a territory has more than one, "We will connect you with one of our participating attorneys in our [Program Brand] network located nearest to you." Prohibited phrasing includes any "best," "top-rated," "vetted," or quality-based matching language.

    6.6 Partner compliance-objection right (narrow)

    The Partner Firm may object to specific creative only on the basis of identified, articulable non-compliance with a rule of professional conduct or advertising statute applicable in its jurisdiction, by written notice identifying the rule and the offending element. Magneto shall promptly cure or suppress the identified creative in that jurisdiction. This right does not extend to stylistic or preference objections; absent objection, the Partner Firm relies on Magneto's counsel-vetted creative.

    6.7 Per-State Compliance Matrix; conservative default

    Each Program operates only in states classified in the Per-State Compliance Matrix (Schedule B) as Run-Anonymous (the brand-only structure in 6.4 is permitted) or Suppressed (geo-excluded). Any state not classified Run-Anonymous defaults to Suppressed. Magneto shall not operate any structure identifying a Partner Firm in advertising or requiring certified-referral-service registration; any state requiring such identification or registration — including California (SB 37) and any state presenting comparable solicitation or barratry exposure such as Texas — is Suppressed, and operating there is out of scope absent a separate written amendment.

    6.8 Advertising compliance

    Magneto shall conduct campaigns within applicable advertising rules and platform policies, shall not engage in prohibited live person-to-person solicitation, shall train relevant personnel on solicitation and advertising limits, and shall include a plain disclosure that participating attorneys pay to participate in the Program. The Partner Firm remains responsible to its licensing authority for advertising conducted on its behalf and may not avoid that responsibility by delegation; on reasonable request Magneto shall provide current creative and a description of methods sufficient for the Partner Firm to meet its supervisory obligations.

    7. Platform Technology, Data Ownership & Data Processing

    7.1 Platform technology

    The Platform technology stack — CRM, API integrations, response-center infrastructure, call tracking, tracking numbers, webhooks, pipeline analytics, dashboards, and all operational data generated through the Platform — is and remains Magneto's sole property.

    7.2 Funnel-stage data allocation

    Ownership is allocated by data category and funnel stage, not by record: (a) Pre-Engagement Marketing Data — ad-interaction data, click identifiers (including fbclid, _fbc, _fbp), pixel and Conversions-API event data, attribution metadata, funnel analytics, and the contents of an opt-in form submission prior to qualification — is Magneto operational data and remains Magneto's property. Section 7.5(b)'s allocation to the Partner Firm does not extend to Pre-Engagement Marketing Data. (b) Client Data — client intake, matter/case, personal, and attorney-client or prospective-client privileged information, from the point a prospect becomes a Qualified Prospective Client (qualification and routing to the Partner Firm) onward — is and remains the Partner Firm's property. Magneto processes Client Data on the Partner Firm's behalf per the Data Processing Addendum (Schedule A).

    7.3 Audience Assets

    Advertising pixels, datasets, conversion-event histories, custom audiences, lookalike audiences, and algorithmic optimization/model learnings within Magneto's advertising accounts ("Audience Assets") are Magneto operational data and IP under 7.1 and Section 10, notwithstanding that they may be trained or seeded in part on data the underlying personal information of which constitutes Client Data. The Partner Firm holds no ownership of, license to, or claim upon Audience Assets, which survive termination.

    7.4 No sale of Client Data

    Magneto shall not sell, license, or disclose Client Data except as necessary to operate the Platform for the Partner Firm or as required by law.

    7.5 CRM maintenance & termination

    (a) Magneto's Closer(s) maintain the CRM day-to-day; the Partner Firm ensures its personnel cooperate. (b) On termination, Magneto provides a complete export of the Partner Firm's Client Data within thirty (30) days and retains the CRM, integrations, analytics, operational metrics, Pre-Engagement Marketing Data, and Audience Assets; tracking numbers, webhooks, and routing revert to Magneto.

    8. Confidentiality & Information Walls

    8.1 Each party maintains the other's Confidential Information in strict confidence and uses it only for the agreement's purposes.

    8.2 Magneto maintains strict information separation between Partner Firms; no Partner Firm's data is shared with or used for another.

    8.3 Confidentiality obligations survive five (5) years; Client Data and privileged information survive indefinitely.

    9. Exclusivity

    Exclusivity for specific case types within geographic areas may be granted per Practice Area Schedule, subject to maintaining minimum ad spend commitments. Failure to maintain minimums for two consecutive months may result in suspension or revocation of exclusivity on fifteen (15) days' notice.

    10. Intellectual Property

    10.1 Magneto's sole IP ("Magneto IP") includes: the Platform and its components; the CRM and configurations; API integrations; response-center technology, workflows, call logic, and routing; tracking infrastructure and webhooks; the OnCall/OffCall frameworks; sales and intake methodologies; coaching and training materials; call scripts and approved consultation language; ad strategies, templates, and creative; Program Brands, pages, funnels, and Audience Assets; landing pages and funnel designs; and all proprietary systems developed by Magneto.

    10.2 The Partner Firm shall not copy, replicate, reverse engineer, or use Magneto IP outside this agreement, and shall cease all use on termination.

    10.3 The Partner Firm's name, branding, legal content, case work product, and privileged materials remain the Partner Firm's property.

    11. Non-Solicitation of Magneto Personnel

    11.1 During the term and for two (2) years after termination, the Partner Firm shall not solicit, recruit, hire, or engage any Closer or personnel assigned by Magneto, nor circumvent Magneto by direct arrangement with such personnel.

    11.2 Violation triggers liquidated damages of the greater of twenty-four months of average monthly Platform Engagement Fees or $100,000.

    12. Independent Contractor

    Magneto is an independent contractor; nothing creates an employment, partnership, joint venture, or agency relationship. Each Closer is Magneto's independent contractor, not the Partner Firm's employee.

    13. Limitation of Liability

    Magneto's total liability shall not exceed total fees paid in the twelve (12) months preceding the claim. Neither party is liable for indirect, incidental, consequential, or punitive damages. Exceptions: indemnification, confidentiality breaches, non-solicitation violations, and scope-of-practice liability.

    14. Dispute Resolution

    Disputes are resolved by binding arbitration in Clark County, Nevada, under AAA rules; the prevailing party recovers reasonable attorneys' fees. Either party may seek injunctive relief for confidentiality, non-solicitation, IP, data, or scope-of-practice violations. Governed by the laws of the State of Delaware.

    15. Amendments & Updates

    Magneto may update these Terms & Conditions; material changes are communicated in writing, and continued use constitutes acceptance, except where an update conflicts with the express commercial terms of the Partner Agreement, in which case the Partner Agreement controls. Updates to the fee model or warranty structure shall be made through a signed Partner Agreement or renewal, not by passive acceptance.

    16. Miscellaneous

    Invalid provisions are severed; the remainder continues. Non-enforcement is not waiver. These Terms, with the executed Partner Agreement and Practice Area Schedules, constitute the entire agreement. In the event of conflict, the Partner Agreement controls on commercial terms expressly addressed therein; these Terms control on all other matters.

    © 2026 The Magneto Effect, LLC. All rights reserved.
    Last updated: July 2026