MagiCode Terms of Service

1. SAAS Services and Support

1.1 Service Provision: Subject to this Agreement, MagiCode will use commercially reasonable efforts to provide Customer with the Services. During registration, Customer will create an administrative username and password for their MagiCode account. MagiCode reserves the right to refuse or cancel passwords deemed inappropriate.

1.2 Technical Support: MagiCode will provide Customer with reasonable technical support services in accordance with our standard practices, subject to the terms herein.

2. Restrictions and Responsibilities

2.1 Prohibited Actions: Customer agrees not to, directly or indirectly:

• Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software").
• Modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by MagiCode or authorized within the Services).
• Use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party.
• Remove any proprietary notices or labels from the Services or Software.

2.2 Export Compliance: Customer shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.

2.3 Compliance and Indemnification: Customer agrees to use the Services only in compliance with MagiCode's standard published policies and all applicable laws and regulations. Customer agrees to indemnify and hold MagiCode harmless against any damages, losses, liabilities, settlements, and expenses in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of the Services.

2.4 Customer Responsibilities: Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services. Customer is also responsible for maintaining the security of their equipment, account, passwords, and files, and for all uses of Customer's account or equipment.

3. Confidentiality and Proprietary Rights

3.1 Confidentiality: Each party agrees to protect the other party's Proprietary Information with the same standard of care it uses to protect its own proprietary information, but in no event less than reasonable care, and not to use or disclose the Proprietary Information except in connection with the Services.

3.2 Ownership: Customer shall own all right, title, and interest in and to the Customer Data. MagiCode shall own and retain all right, title, and interest in and to the Services, Software, and all improvements, enhancements, or modifications thereto, including all intellectual property rights related to any of the foregoing.

3.3 Data Usage: MagiCode may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies. MagiCode will handle this information in accordance with our Privacy Policy and may use such data to improve and enhance the Services and for other development, diagnostic, and corrective purposes.

4. Payment Terms

4.1 Fees: Customer will pay MagiCode the applicable fees for the Services as described in the Order Form. MagiCode reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer.

4.2 Billing and Payment: MagiCode may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by MagiCode thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.

5. Term and Termination

5.1 Term: This Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 Termination: Either party may terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

6. Warranty and Disclaimer

MagiCode shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by MagiCode or by third-party providers, or because of other causes beyond MagiCode's reasonable control.

HOWEVER, MAGICODE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS," AND MAGICODE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, MAGICODE AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND MAGICODE'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO MAGICODE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT MAGICODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.