Terms of Service

Last Updated: March 27, 2026

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity (the "Customer"), and Magnos AI Inc., a corporation incorporated under the laws of the State of Delaware ("Magnos," "Company," "we," "us," or "our").

These Terms govern Customer's access to and use of the Company's financial intelligence and automation software platform and related services (collectively, the "Service"), accessible at https://magnos.ai (the "Site"). The Service aggregates and normalizes data across ERP, CRM, POS, and marketplace systems, enabling AI-driven insights that power performance, profitability, and proactive finance. The Service may include the full platform offering, as well as additional modules, add-ons, integrations, or standalone offerings that provide access to certain functionality, including through third-party environments or external systems. The specific functionality and scope of any such offering shall be as described at the time of purchase or in the applicable Order Form. Magnos may update, modify, or discontinue features or functionality of the Service from time to time.

By accessing or using the Service, Customer agrees to be bound by these Terms of Service, the Privacy Policy, and, where applicable, the Data Processing Agreement (collectively, the "Agreement"). If Customer does not agree to the Agreement, Customer must not access or use the Service.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. BY ACCESSING OR USING THE SITE OR ANY SERVICES OFFERED BY MAGNOS, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 15. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE OR ANY SERVICES PROVIDED BY MAGNOS.

You affirm that you are at least 18 years of age and capable of entering into a binding legal agreement. If you are accessing or using the Service on behalf of a legal entity, you represent that you have the authority to bind that entity to these Terms.

1. Registration, User Account, Password and Security

1.1 Account Creation. In order to use the Service, Customer must create an account and must not allow anyone other than authorized employees and independent contractors (each, a "User") to access such account and use the Service. Customer must provide truthful, accurate, and current information required by Magnos for the provision of the Service. Customer must maintain and update the data provided upon registration so that it remains at all times accurate, current, and complete.
1.2 Account Obligations. Customer acknowledges and agrees: (a) not to exceed the aggregate number of authorized Users designated in the applicable Order Form (as defined in Section 9.1), unless Customer first notifies Magnos in writing and pays the required additional subscription fees; (b) that the login details for each User may only be used by that User, and that multiple people may not share the same login details; (c) to keep, and ensure that Users keep, all account login details and passwords secure at all times; (d) that Customer remains solely responsible and liable for the activity that occurs in connection with Customer's account and the activities of Users on or relating to the Service, whether or not Customer knows of such activity; and (e) to promptly notify Magnos in writing if Customer becomes aware of any unauthorized access or use of Customer's account or the Service.
1.3 User Compliance. Customer will ensure that all Users comply with the terms and conditions of these Terms of Service. Customer will be solely liable for any violation of the Terms of Service by any User. Customer is fully and solely responsible for any and all activities that occur through the account.

2. License to the Service

2.1 Subscription. Subject to Customer's compliance with these Terms of Service and payment of the Fees (as defined in Section 9.2), Magnos hereby grants Customer and each of its Users a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Term (as defined in Section 10.1) for Customer's internal business purposes only. Customer's subscription to the Service is limited to the number of Users designated in the applicable Order Form.
2.2 Restrictions on Use. Customer must not, and shall not allow any other third party (including any permitted User) to: (a) circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (b) allow any third party not authorized by Magnos to use the Service; (c) use the Service to process data on behalf of any third party; (d) give, sell, rent, lease, timeshare, outsource, sublicense, disclose, publish, assign, market, resell, transfer, or distribute any portion of the Service to any third party, or use the Service in any service bureau arrangement; (e) reverse engineer, decompile, or disassemble the Service or any components thereof, except to the extent such acts are required to be permitted by applicable law; (f) disclose or publish the results of any benchmark tests run on the Service; (g) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (h) interfere or attempt to interfere with the integrity or proper working of the Service or any related activities; (i) modify, translate, patch, alter, change, or create any derivative works of the Service, or any part thereof; (j) disclose Customer's account, user names, or passwords to any third party; (k) remove, deface, obscure, or alter Magnos' or any third party's copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service; (l) use the Service in any unlawful manner or in breach of these Terms of Service; (m) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; or (n) use the Service, or any data, outputs, or content obtained from the Service, to train, develop, fine-tune, or improve any machine learning models, artificial intelligence systems, or other automated systems that compete with or replicate the Service.
2.3 Modifications. Magnos reserves the right to modify, update, or discontinue the Service or any part thereof, temporarily or permanently, with or without notice. Magnos will not be liable for any modification, suspension, or discontinuation.
2.4 Maintenance and Support. Magnos will provide Customer support and maintenance services with respect to the Service in accordance with the applicable Service Level Agreement, if any.

3. Customer Content

3.1 License to Content. Customer and Customer's Users may choose to provide, post, input, submit, or otherwise make accessible to Magnos, data or information about Customer, Customer's employees, customers, or any third party (the "Content"), and Magnos will store such Content on Customer's behalf in connection with Customer's use of the Service. Customer hereby grants Magnos and its service providers, agents, subcontractors, and representatives acting on its behalf a perpetual, irrevocable, worldwide, royalty-free, non-exclusive right (with the right to sublicense) to use, process, upload, display, copy, perform, transform, store, reproduce, distribute, and prepare derivative works from Content as necessary to provide, operate, and improve the Service and for any other legitimate business purpose.
3.2 Analytics Information. Without derogating from Section 3.1, Magnos may also collect, disclose, publish, and use in any manner anonymous information which is derived from the Service and/or the Content (i.e., non-identifiable information, aggregated and analytics information) ("Analytics Information"), to provide and improve the Service, its products, and for any other legitimate business purpose. Magnos shall remain the sole owner of the Analytics Information.
3.3 Customer Warranties. Customer represents and warrants that: (a) Customer owns all Content or has all rights that are necessary to grant Magnos and its affiliates and their directors, employees, service providers, agents, subcontractors, representatives, and anyone on their behalf (the "Related Parties") the licensed rights in Content under these Terms of Service; (b) Customer's collection of Content has been and will be in compliance with all applicable laws and regulations, including those concerning data or information privacy, including where such Content is transmitted to or processed by third-party systems at Customer's direction; and (c) neither the Content, nor the inclusion of it in or use in connection with the Service, will infringe, misappropriate, or violate any Intellectual Property Rights (as defined below), or violate the privacy rights of any third party, or result in the violation of any applicable law or regulation.
3.4 Intellectual Property Rights Defined. For the purpose hereof, "Intellectual Property Rights" means any patent rights (including patent applications and disclosures), service marks, logos, domain names, copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world whether registered or non-registered.
3.5 Content Ownership. As between Customer and Magnos, Customer retains ownership of the Content. Customer may download Customer's Content at any time during the Term, provided that Customer and all Users comply with these Terms of Service and Magnos' security requirements.
3.6 Data Security. To the maximum extent permitted under applicable law, Magnos shall maintain generally accepted industry safeguards to protect the security and confidentiality of Customer's Content. Magnos will maintain any personal data that Magnos processes in connection with the Service in accordance with Magnos' Privacy Policy and applicable Data Processing Agreement.
3.7 Acceptable Use. Customer agrees not to submit Content that: (a) is false, misleading, defamatory, obscene, pornographic, or offensive; (b) promotes discrimination, hatred, or harm; (c) violates any law, regulation, or third-party rights; (d) contains malware or harmful code; or (e) violates the integrity or security of any network or system.
3.8 Monitoring and Removal. Magnos reserves the right, but not the obligation, to monitor, review, or remove Content at its sole discretion.

4. Artificial Intelligence Terms

If Customer uses any artificial intelligence functionality available within the Service (the "AI Functions"), the following terms shall apply and are hereby incorporated by reference into these Terms of Service. In the event of a conflict between these Terms of Service and this Section 4 with respect to AI functionality, this Section 4 shall prevail. The AI Functions use artificial intelligence technologies, including Large Language Models and Optical Character Recognition, to analyze financial and operational data. These capabilities are designed to assist organizations in extracting and analyzing financial data, identifying patterns within large datasets, and supporting financial planning and analysis workflows. The AI Functions are intended to assist users but do not replace professional judgment. Unless explicitly stated otherwise, AI Content is not used to train general-purpose AI models.

4.1 AI Content. When using the AI Functions, Customer may provide input text, images, spreadsheets, PDF files, or other data ("Input") and, following an analysis process, the AI Functions generate responses or analyses based on that Input ("Output"). Together, Input and Output are referred to as "AI Content." By providing Input to the AI Functions, Customer acknowledges that: (a) Customer has all legal right and title to the Input; and (b) the Input does not violate any law or third-party rights. Customer retains ownership of its AI Content, subject to the licenses granted herein. Magnos may process AI Content and share it with service providers solely as necessary to provide the AI Functions in accordance with the Privacy Policy. Magnos exclusively owns all right, title, and interest in and to the AI Functions, including all associated intellectual property rights. No license or other rights (express or implied) in or to the AI Functions are granted, assigned, licensed, or conveyed to Customer.
4.2 Consent and Acknowledgments. By using the AI Functions, Customer: (a) expressly consents to the use of artificial intelligence features as part of the Service and acknowledges that Magnos may collect, store, and process AI Content, which may include personal data, as necessary to provide the AI Functions; (b) represents and warrants that Customer has obtained all necessary rights, consents, and authorizations required to use the AI Functions with respect to the Input, including notifying individuals of the use of AI Functions and obtaining their consent where required by applicable law; (c) is responsible for any AI Content provided or generated and must ensure that such AI Content complies with these Terms, all applicable laws, does not infringe the rights of Magnos or any third party, and is free from any adverse claims; and (d) acknowledges that use of the AI Functions and reliance on any Output is at Customer's own risk, and that due to the probabilistic nature of artificial intelligence systems, Outputs may contain inaccuracies, omissions, or misleading information.
4.3 No Professional Advice. Customer remains solely responsible for any business, financial, operational, or other decisions made based on Outputs. The AI Functions are intended to assist users and do not constitute financial, accounting, tax, legal, or other professional advice, nor are they intended to replace human judgment. Customer is responsible for exercising appropriate human review and oversight when relying on Outputs generated by the AI Functions.
4.4 Responsible Use. Customer agrees to use the AI Functions responsibly and in compliance with these Terms and all applicable laws and regulations. Customer agrees not to use the AI Functions to: (a) mislead anyone into believing that AI-generated content is human-generated; (b) generate harmful, misleading, deceptive, or unlawful content; (c) generate spam, malware, ransomware, viruses, disinformation, or other malicious software; (d) intentionally circumvent safety features, safeguards, or functionality of the AI Functions; (e) provide medical, legal, financial, or other regulated professional advice; (f) violate the privacy or other rights of individuals; (g) harass, harm, or encourage harm toward individuals or groups; (h) generate or disseminate information intended to interfere with the administration of justice or other legal processes; or (i) perform automated decision-making that produces legal or similarly significant effects concerning individuals, unless such use complies with applicable law.
4.5 Prohibited AI Model Training. Customer may not use the AI Functions, the Service, or any Outputs to train, fine-tune, develop, or improve any artificial intelligence or machine learning systems that compete with or replicate the Service.
4.6 Third-Party AI Providers. Certain AI capabilities within the Service may rely on third-party AI providers. Where such third-party systems are used, they may process AI Content as necessary to generate Outputs, and their processing is subject to applicable contractual and privacy protections. Magnos does not control and is not responsible for the operation, outputs, security, or data practices of such third-party AI systems.
4.7 Disclosure. Customer acknowledges that Magnos may disclose AI Content to law enforcement or other governmental authorities, or in response to a valid legal request or court order, where such content is alleged to be unlawful or in breach of these Terms.
4.8 Removal Requests. To the extent that any AI Content is stored by Magnos, Magnos may, in its sole discretion, respond to requests to remove such content. Where feasible and taking into account technical limitations, Magnos may make reasonable efforts to remove the relevant AI Content in whole or in part.

5. Third-Party Systems and Providers

5.1 Third-Party System Integrations. Customer may choose to connect the Service with third-party systems, including artificial intelligence systems, tools, or models controlled or selected by Customer ("Third-Party Systems"). Such connections are configured and controlled solely by Customer. Customer is solely responsible for its use of any Third-Party Systems, including any data shared or transmitted to such systems and any outputs generated by them. Magnos does not control and is not responsible for the operation, accuracy, security, or compliance of any Third-Party Systems or for any results generated through their use. To the extent Customer transmits or processes Content through such Third-Party Systems, Magnos shall not be deemed a controller or processor of any data processed by those systems. Customer acknowledges that transmitting Content to Third-Party Systems may expose such data to risks associated with those systems, and Magnos shall not be responsible for any access to, use of, or disclosure of such data by those systems.
5.2 Third-Party Providers. Customer may choose to engage third-party service providers, consultants, or integrators to assist with implementation, configuration, or other services related to the Service ("Third-Party Providers"). Any such services are provided solely by the applicable Third-Party Provider and not by Magnos. Magnos does not control and is not responsible for the services, acts, or omissions of any Third-Party Providers. If Customer grants any Third-Party Provider access to the Service, Customer shall remain solely responsible for such access and for any actions taken by such Third-Party Provider within Customer's account or environment.
5.3 Third-Party Links. The Site may contain links to third-party websites or services. These links are provided for convenience only. Magnos does not endorse or assume any responsibility for such third-party services, and Customer accesses them at Customer's own risk.
5.4 Third-Party Components. The Service may include third-party software, libraries, or components subject to open source or other third-party license terms ("Third-Party Components"). Customer's use of the Service includes the use of such Third-Party Components, which are provided subject to the applicable license terms of their respective licensors. To the extent required by such licensors, Third-Party Components are provided "AS IS" without warranty of any kind.
5.5 Release. Customer hereby releases Magnos and its affiliates from all claims, liabilities, and damages arising out of disputes with third parties, Third-Party Systems, Third-Party Providers, or other users.

6. Representations and Warranties

6.1 Mutual Representations. Each party represents and warrants that: (a) it has full power to enter into these Terms of Service and to grant to the other party the rights granted under these Terms; (b) it has obtained all necessary corporate approvals to enter into and execute these Terms of Service; and (c) its entering into these Terms and its performance of obligations hereunder will not conflict with or violate any duty to any other person or entity, or under any agreement, order, judgment, decree, rule, regulation, or law to which such party is bound.
6.2 Compliance with Laws. Each party shall comply with all applicable laws relating to its performance of obligations under these Terms of Service. Customer agrees to fully comply with all applicable export laws and regulations to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

7. Magnos Intellectual Property Rights

7.1 Ownership. The Service (and all parts thereof), all reproductions, corrections, modifications, enhancements, and improvements thereto, and all data related to Customer's usage thereof, and all Intellectual Property Rights therein or relating thereto, including but not limited to any modifications or custom features to the Service developed by Magnos for Customer's benefit, whether requested or instructed by Customer or not, are and will remain the exclusive property of Magnos or its third-party licensors. Any rights therein not explicitly granted to Customer hereunder are reserved to and shall remain solely and exclusively proprietary of Magnos (or its third-party licensors).
7.2 Outputs. For the avoidance of doubt, any outputs, analyses, insights, or recommendations generated through Customer's use of the Service shall not grant Customer any ownership rights in the Service or any underlying technology, models, algorithms, or methodologies used to generate such outputs. Customer may use such outputs solely in connection with its permitted use of the Service under these Terms.
7.3 Feedback and Ideas. Any error and bug reports, additional features, ideas, requests, feedback, recommendations, comments, concepts, and other suggestions related to the Service (collectively, the "Ideas") that Customer may provide to Magnos will be solely owned by Magnos. Customer hereby irrevocably assigns and transfers any intellectual property rights in such Ideas to Magnos, free of charge, without any obligation or compensation to Customer.
7.4 Trademarks. Nothing in these Terms grants Customer any rights to use any of Magnos' trademarks, logos, domain names, or other brand features without Magnos' prior written approval.

8. Confidentiality

8.1 Definition. "Confidential Information" means any information disclosed or otherwise made available by one party to the other party that: (a) if disclosed in writing, is marked "confidential" or "proprietary" at the time of disclosure; (b) if disclosed orally, is identified as "confidential" or "proprietary" at the time of disclosure and is summarized in writing within thirty (30) days of disclosure; or (c) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. For the avoidance of doubt, Content is considered Customer's Confidential Information, the Service is Magnos' Confidential Information, and the terms of these Terms of Service constitute Confidential Information of both parties. Notwithstanding the above, Magnos may disclose these Terms of Service in any due diligence process in connection with a financing round and/or a merger or acquisition transaction.
8.2 Exceptions. The confidentiality obligations shall not apply to information that: (a) is or becomes generally known to the public through no breach of these Terms by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation.
8.3 Obligations. The receiving party will not use the disclosing party's Confidential Information except as necessary for the performance or enforcement of these Terms and will not disclose such Confidential Information to any third party except to employees and subcontractors who have a bona fide need to know, provided that each such person is bound by a written agreement with confidentiality restrictions consistent with this Section 8. Each receiving party will protect the disclosing party's Confidential Information from unauthorized use and disclosure using efforts equivalent to those used with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 8.3 will remain in effect during the Term and for a period of five (5) years after the expiration or termination of these Terms; provided, however, that with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), the obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8.4 Legal Compulsion. Either party may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or limit the scope of such request.
8.5 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Section 8, or in the case of Customer, Section 2.2 (Restrictions on Use), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, the non-breaching party will be entitled to seek preliminary and permanent injunctive relief, specific performance, and any other equitable relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

9. Order Form; Fees; Taxes

9.1 Order Form. The term "Order Form" means Magnos' current order form that Customer enters into with Magnos prior to using the Service. Any mutually agreed-upon Order Form shall be deemed an integral part of these Terms of Service. In the event of a conflict between these Terms and the applicable Order Form, the terms of the applicable Order Form shall prevail solely if (a) the applicable Order Form expressly identifies and supersedes or modifies a specific provision in these Terms; and (b) the applicable Order Form is signed by an authorized signatory of both parties.
9.2 Fees. In consideration for the Service, Customer shall pay Magnos the fees agreed upon between the parties and as detailed in the applicable Order Form (the "Fees"). Except as expressly provided in these Terms or the applicable Order Form, Fees are non-refundable and payment obligations are non-cancellable. Magnos will invoice Customer as set forth in the applicable Order Form. Any Fees unpaid by the due date shall thereafter bear interest at the rate of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is lower).
9.3 Taxes. All Fees payable hereunder do not include local, state, or federal sales, use, excise, personal property, VAT, or other taxes, customs, and duties. Any such taxes, to the extent legally applicable, shall be borne and paid by Customer. Customer will pay all applicable taxes when invoiced by Magnos or will supply appropriate tax exemption certificates in a form satisfactory to Magnos. In cases where Customer is legally required to withhold any income or remittance tax from amounts payable to Magnos, (a) Customer will promptly notify Magnos; (b) the amounts payable to Magnos will be automatically increased to offset such tax so that the amount remitted to Magnos, net of all taxes, equals the amount stated in the invoice; and (c) Customer will provide Magnos with the official receipt of payment of such taxes.

10. Term, Termination, and Suspension

10.1 Term. The Service is provided for the period designated in the applicable Order Form (the "Term"). These Terms of Service shall become effective on the effective date set forth in the Order Form and shall continue until expiration of the Term, unless terminated earlier as provided herein.
10.2 Termination for Cause. In addition to any other express termination right set forth in these Terms: (a) Magnos may terminate these Terms effective on written notice to Customer if Customer fails to pay any amount when due hereunder and such failure continues more than five (5) days after Magnos' delivery of written notice thereof, or if Customer breaches any of its obligations under Section 2.2 (Restrictions on Use) or Section 8 (Confidentiality); (b) either party may terminate these Terms effective on written notice to the other party if the other party materially breaches these Terms and such breach (i) is incapable of cure, or (ii) being capable of cure, remains uncured ten (10) days after the non-breaching party provides the breaching party with written notice of such breach; or (c) either party may terminate these Terms effective immediately upon written notice to the other party if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject to any proceeding under any bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
10.3 Suspension. Notwithstanding anything to the contrary in these Terms, Magnos may temporarily suspend Customer's and any User's access to any portion or all of the Service if Magnos reasonably determines that: (a) there is a threat or attack on any of the Service or underlying platform technology; (b) Customer's or any User's use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Magnos; (c) Customer or any User is using the Service for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Magnos' provision of the Service to Customer or any User is prohibited by applicable law; (f) any vendor of Magnos has suspended or terminated Magnos' access to or use of any third-party services or products required to enable Customer to access the Service; or (g) Customer has failed to pay any Fees when due under these Terms or the applicable Order Form. Magnos shall use commercially reasonable efforts to provide written notice of any suspension to Customer and to provide updates regarding resumption of access following any suspension. Magnos shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the suspension is cured. Magnos will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of a suspension.
10.4 Consequences of Termination. Upon expiration or termination: (a) Customer's and all Users' rights to access and use the Service will immediately terminate; (b) Customer and all Users will immediately cease all use of the Service; and (c) each party will immediately return to the other party or destroy all copies of the other party's Confidential Information, except for copies stored in backups, which shall continue to remain confidential. For a period of forty-five (45) days from the effective date of expiration or termination, Magnos will provide Customer the opportunity to download Customer's Content. Magnos reserves the right to permanently delete from its servers any Content in Customer's account following said forty-five (45) day period. Magnos does not accept any liability for any deactivation of the Service or Content deleted in connection thereto.
10.5 Outstanding Payments. No expiration or termination of these Terms will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. Magnos shall have the right to issue an invoice to Customer for any outstanding payments due under these Terms and/or any applicable Order Form.
10.6 Survival. Any provisions of these Terms which by their nature should survive expiration or termination shall survive, including without limitation Sections 2, 3, 4, 6, 7, 8, 9, 10.4, 10.5, 10.6, 11, 12, 13, 14, and 15.

11. Disclaimer of Warranties

The Service is provided on an "AS IS" and "AS AVAILABLE" basis, and without warranties of any kind either express or implied. Customer assumes all responsibility for the selection of the Service to achieve Customer's intended results.

MAGNOS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MAGNOS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. MAGNOS DOES NOT MAKE ANY WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT CUSTOMER OBTAINS THROUGH THE SERVICE.

WITHOUT LIMITING THE FOREGOING, MAGNOS DOES NOT WARRANT THAT ANY ANALYSES, INSIGHTS, RECOMMENDATIONS, OR OTHER OUTPUTS GENERATED BY THE SERVICE (INCLUDING THROUGH AI FUNCTIONS) WILL BE ERROR-FREE, ACCURATE, COMPLETE, OR SUITABLE FOR CUSTOMER'S SPECIFIC BUSINESS DECISIONS. CUSTOMER REMAINS RESPONSIBLE FOR EVALUATING THE USE OF SUCH OUTPUTS.

THE AI FUNCTIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAGNOS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES REGARDING THE SECURITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR PERFORMANCE OF THE AI FUNCTIONS. MAGNOS DOES NOT WARRANT THAT: (I) THE AI FUNCTIONS WILL MEET CUSTOMER'S REQUIREMENTS; (II) THE AI FUNCTIONS WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS OR OUTPUTS GENERATED BY THE AI FUNCTIONS WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (IV) ANY ERRORS IN THE AI FUNCTIONS WILL BE CORRECTED.

NO TAX, LEGAL, ACCOUNTING, OR INVESTMENT ADVICE; NO INVESTMENT AUTHORITY. MAGNOS AND ITS AFFILIATES DO NOT PROVIDE TAX, LEGAL, OR ACCOUNTING ADVICE, AND IN NO EVENT SHALL ANY OF THE SERVICES BE RELIED UPON FOR TAX, LEGAL, OR ACCOUNTING GUIDANCE OR ADVICE. MAGNOS IS NOT PROVIDING DISCRETIONARY OR NON-DISCRETIONARY INVESTMENT ADVICE TO CUSTOMER, ANY OF CUSTOMER'S AFFILIATES, OR ANY ACCOUNTS ASSOCIATED WITH OR MANAGED BY ANY OF THE FOREGOING. MAGNOS HAS NO DISCRETIONARY OR NON-DISCRETIONARY AUTHORITY WITH RESPECT TO ANY ACCOUNT AND SHALL NOT HOLD, TRANSFER, CONTROL, POSSESS, OR HANDLE IN ANY MANNER FUNDS, PROCEEDS, OR OTHER PROPERTY OF CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR THE IMPLEMENTATION OF ANY INVESTMENT PROGRAM OR STRATEGY WITH RESPECT TO ANY SUCH ACCOUNTS. IT IS CUSTOMER'S RESPONSIBILITY TO CONSULT ITS OWN TAX, LEGAL, AND ACCOUNTING ADVISORS BEFORE ENGAGING IN ANY TRANSACTION.

We do not warrant that the Site will be secure, error-free, uninterrupted, or free from harmful components. Customer assumes full responsibility for its use of the Site and the Service. Nothing in this section shall exclude or limit any warranty or liability to the extent that such exclusion or limitation is prohibited by applicable law.

12. Indemnification

12.1 Customer Indemnification. Customer agrees to defend, indemnify, and hold harmless Magnos and its Related Parties from any and all third-party claims, suits, or actions (collectively, "Claims"), including related judgments, awards, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) (collectively, "Damages"), arising out of or relating to: (a) Customer's use or misuse of the Service, including the AI Functions; (b) any claim that Content infringes or misappropriates any third-party intellectual property rights; (c) Customer's violation of these Terms; (d) Customer's User Content or AI Content; (e) Customer's violation of any applicable law, regulation, or third-party right; or (f) Customer's infringement of any third-party rights, including intellectual property or privacy rights, in connection with Customer's use of the AI Functions or any Output.
12.2 Magnos Indemnification. Magnos agrees to defend Customer against any and all third-party Claims and related Damages, to the extent such Damages are finally awarded by a court of competent jurisdiction in a final, non-appealable judgment or agreed to in a written settlement signed by Magnos, arising out of or relating to any claim that the Service, as provided by Magnos and used in accordance with these Terms of Service, infringes or misappropriates any third-party intellectual property rights ("IP Claim").
12.3 Exclusions for Magnos Indemnification. Notwithstanding Section 12.2, Magnos will have no liability for any IP Claim to the extent that it results from: (a) a modification of the Service by anyone other than Magnos; (b) the combination, operation, or use of the Service with software or data (including Content) not supplied by Magnos, if a claim would not have occurred but for such combination; or (c) Customer's or a User's use of the Service other than in accordance with these Terms or the Service's documentation. If Customer's use of the Service is, or in Magnos' opinion is likely to be, subject to an IP Claim, then Magnos may, at its sole option and expense: (i) replace or modify the Service to make it non-infringing and of equivalent functionality; (ii) procure for Customer the right to continue using the Service; or (iii) if Magnos is unable to accomplish either (i) or (ii) despite using its reasonable commercial efforts, terminate Customer's rights and Magnos' obligations under these Terms with respect to such Service and refund to Customer a pro-rata portion of the Fees paid for the remaining Term.
12.4 Indemnification Procedures. The indemnifying party's obligations above shall be conditioned upon: (a) the indemnifying party receiving prompt written notice of the claim; (b) the indemnified party acting in good faith and using commercially reasonable efforts to cooperate with the indemnifying party; (c) the indemnifying party taking over the claim and assuming the defense at its cost and expense; and (d) the indemnified party not making any admission, filing any papers, consenting to the entry of any judgment, or entering into any compromise or settlement without the express prior written consent of the indemnifying party.
12.5 Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF MAGNOS AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL IP CLAIM.

13. Limitation of Liability

13.1 MAGNOS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS, OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE PROVIDED TO CUSTOMER (EVEN IF MAGNOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE). WITHOUT LIMITING THE FOREGOING, MAGNOS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, LIABILITY, COST, OR EXPENSE ARISING OUT OF OR RELATED TO THE USE OF, MISUSE OF, INABILITY TO USE, OR RELIANCE UPON THE AI FUNCTIONS OR ANY OUTPUTS GENERATED BY THEM.
13.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAGNOS' TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY MAGNOS FROM CUSTOMER FOR THE SERVICE PROVIDED TO CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THESE TERMS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT.
13.3 Statute of Limitations. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or otherwise under these Terms must be filed within two (2) years after such claim or cause of action arose, or Customer hereby agrees to be forever barred from bringing such claims.
13.4 No Third-Party Beneficiaries. These Terms shall not confer any rights or remedies upon any person or entity on behalf of Customer other than Customer.
13.5 YOU ACKNOWLEDGE AND AGREE THAT MAGNOS IS NOT RESPONSIBLE FOR ANY ACTIVITIES, DECISIONS, OR LEGAL CONSEQUENCES RESULTING FROM YOUR USE OF THE AI FUNCTIONS OR RELIANCE ON ANY OUTPUT, INCLUDING ANY CLAIM MADE BY A THIRD PARTY ARISING FROM SUCH USE.

14. Copyright and Intellectual Property Policy

If you believe that your work has been copied or used in a way that constitutes copyright infringement, please send a written notice to our Designated Copyright Agent at legal@magnos.ai with the following information:

Your physical or electronic signature;
Identification of the copyrighted work claimed to have been infringed;
Description of the infringing material and its location;
Your contact information (address, telephone number, email);
A statement that you have a good faith belief that the use is not authorized by the copyright owner;
A statement, under penalty of perjury, that the information in your notice is accurate.

15. General Terms

15.1 Entire Agreement. These Terms of Service and the applicable Order Form represent the complete agreement concerning the Service between Customer and Magnos and supersede all prior agreements and representations related to the subject matter hereof.
15.2 Changes to Terms. Magnos may update these Terms of Service from time to time to reflect changes in applicable law, regulatory requirements, security practices, or the functionality of the Service. Magnos will provide advance notice of any material updates, which will become effective no earlier than fourteen (14) days after such notice. If Customer does not agree to a material update, Customer may terminate the Agreement upon written notice prior to the effective date of the update.
15.3 Governing Law and Jurisdiction. These Terms and any dispute arising out of or relating hereto shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and waive any objection to venue therein, including any claim of forum non conveniens. Each party hereby waives any right to a trial by jury. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
15.4 Dispute Resolution and Arbitration. Any dispute arising from these Terms shall be resolved through final and binding arbitration conducted in the State of Delaware, under the rules of JAMS. You waive your right to a jury trial or class action. You may opt out of arbitration within thirty (30) days of first accepting these Terms by emailing legal@magnos.ai. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
15.5 Assignment. These Terms and any rights granted hereunder may not be transferred or assigned by either party without the other party's prior written consent; provided, however, that each party may assign these Terms in whole or in part to its affiliate or to a successor in connection with a merger, consolidation, or acquisition of all or substantially all of the assigning party's assets.
15.6 Force Majeure. In no event shall Magnos be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations hereunder, if and to the extent such failure or delay is caused by any circumstances beyond Magnos' reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, epidemics or pandemics, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority (including imposing an embargo), failure of third-party telecommunications or power supply, cyberattacks, or disruptions to internet infrastructure. For the avoidance of doubt, Customer's obligation to pay all Fees due under these Terms shall not be excused by any force majeure event.
15.7 Independent Contractors. The relationship of the parties is solely that of independent contractors. Nothing herein shall be construed to create any employment relationship, partnership, joint venture, or agency relationship.
15.8 Severability and Waiver. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. Except as otherwise set forth in these Terms, (a) no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
15.9 Publicity and Marketing. Customer agrees that Magnos may, during the Term, identify Customer as a customer of the Service and display Customer's name and logo ("Customer Marks") on the Site, in press releases, and in Magnos' published marketing materials, solely in connection with the Service. Customer further agrees to: (a) participate in a case study relating to Customer's use of the Service, which may be published on Magnos' website or other marketing collateral and circulated to the general public; and (b) provide a quote and/or testimonial to be used by Magnos in its marketing materials. Customer retains all title in and to Customer Marks, and all goodwill developed from such use shall be solely for Customer's benefit.
15.10 Electronic Communications. Customer consents to receive all communications electronically. This includes notices, disclosures, agreements, and other information.
15.11 Export Control. Customer agrees not to use or export the Service in violation of U.S. export laws.
15.12 Notices. All notices and other communications under these Terms of Service shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email (legal@magnos.ai if to Magnos, and the email provided by Customer as part of the applicable Order Form if to Customer), provided that the recipient confirmed receipt, or certified mail, return receipt requested, postage prepaid. Such notice shall be deemed given (a) if sent by email — one business day following the sending; (b) at the expiration of seven (7) days from the date of mailing by certified mail.
15.13 Section Headings. Section headings are provided for convenience only and have no substantive effect on construction.
15.15 Contact Us. If you have any questions about these Terms, you may contact us at:
Magnos AI Inc.
430 Park Ave., New York, NY 10022
Email: legal@magnos.ai