1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Magier Guard, Inc. ("Magier Guard," "we," "us," or "our") governing your access to and use of the Magier Guard platform, website, APIs, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

Important: These Terms contain an arbitration clause and class action waiver (Section 13) that affect your legal rights.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts. By using the Services, you represent and warrant that you meet these requirements.

2.2 Account Registration

To use our Services, you must create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and account
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

2.3 Organization Accounts

If you create an account on behalf of an organization, you represent that you have authority to bind that organization to these Terms. The organization will be responsible for all activities conducted through the account.

3. Use of Services

3.1 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

3.2 Acceptable Use

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Services to transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers/networks connected to them
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to compete with us or build similar products
• Scrape, data mine, or extract data using automated means
• Remove or modify any proprietary notices or labels
• Resell or redistribute the Services without authorization

3.3 API Usage

If you use our APIs, you must comply with our API documentation and rate limits. We reserve the right to modify or discontinue APIs with 30 days' notice.

4. Customer Data and Privacy

4.1 Your Data

You retain all rights, title, and interest in your data ("Customer Data") that you submit to or through the Services. You grant us a limited license to use Customer Data solely to provide the Services.

4.2 Data Processing

We process Customer Data in accordance with our Privacy Policy and Data Processing Agreement (DPA). For enterprise customers, the DPA is incorporated by reference into your subscription agreement.

4.3 Data Security

We implement reasonable technical and organizational measures to protect Customer Data. However, you acknowledge that no security measures are perfect and we cannot guarantee absolute security.

4.4 Your Responsibilities

You are responsible for:

• The accuracy, quality, and legality of Customer Data
• Obtaining necessary consents and permissions to collect and process data
• Complying with data protection laws applicable to your use of the Services
• Backing up your data (we provide backup services but recommend redundancy)

5. Fees and Payment

5.1 Fees

You agree to pay all fees specified in your subscription plan. Fees are based on your selected plan tier, API call volume, and any additional services.

5.2 Billing

• Subscription Plans: Billed monthly or annually in advance
• Usage-Based Fees: Billed monthly in arrears based on actual usage
• Payment Method: Credit card or invoice (enterprise customers)
• Automatic Renewal: Subscriptions renew automatically unless cancelled

5.3 Price Changes

We may change fees with 30 days' notice. Continued use after price changes constitutes acceptance. Enterprise customers with multi-year contracts are protected from price increases during the contract term.

5.4 Late Payment

Late payments may result in service suspension and interest charges of 1.5% per month (or maximum allowed by law). You are responsible for all collection costs.

5.5 Refunds

Fees are non-refundable except as required by law or specified in your enterprise agreement. We offer pro-rated refunds for annual subscriptions cancelled within 30 days.

6. Intellectual Property

6.1 Our IP

The Services, including all software, algorithms, technology, designs, trademarks, and content, are owned by Magier Guard and protected by copyright, trademark, patent, and other intellectual property laws.

6.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use them without obligation or compensation to you. You grant us a perpetual, worldwide, royalty-free license to such feedback.

6.3 Trademarks

"Magier Guard" and our logo are trademarks of Magier Guard, Inc. You may not use our trademarks without prior written permission.

7. Service Level and Support

7.1 Service Level Agreement (SLA)

Enterprise customers receive 99.9% uptime SLA. Details are specified in your subscription agreement. Free and self-service plans do not include SLA commitments.

7.2 Support

• Free Plans: Community support and documentation
• Paid Plans: Email support (24-hour response time)
• Enterprise Plans: 24/7 support with <5 minute response for critical issues

7.3 Maintenance

We perform scheduled maintenance with advance notice. Emergency maintenance may occur without notice. We are not liable for service interruptions during maintenance.

8. Term and Termination

8.1 Term

These Terms commence when you create an account and continue until terminated.

8.2 Termination by You

You may terminate by cancelling your subscription through the platform or contacting support. Cancellation takes effect at the end of your current billing period.

8.3 Termination by Us

We may suspend or terminate your account immediately if you:

• Violate these Terms or our policies
• Fail to pay fees when due
• Use the Services in a way that creates legal or security risks
• Engage in fraudulent or illegal activity

8.4 Effect of Termination

Upon termination:

• Your access to the Services will cease immediately
• You remain liable for fees incurred before termination
• We will retain Customer Data for 30 days for recovery purposes
• After 30 days, Customer Data will be deleted (unless legally required to retain)

9. Warranties and Disclaimers

9.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with our documentation under normal use.

9.2 DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Services will be uninterrupted, error-free, or secure
• The Services will detect all security threats or policy violations
• Results from the Services will be accurate or reliable
• Defects will be corrected

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 Exclusion of Damages

IN NO EVENT WILL MAGIER GUARD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST BUSINESS, OR SECURITY BREACHES RESULTING FROM:

• Your use or inability to use the Services
• Unauthorized access to your data or accounts
• Errors, viruses, or security vulnerabilities
• Third-party actions or services

10.2 Liability Cap

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) $100, OR (B) FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Exceptions

These limitations do not apply to: (a) our indemnification obligations, (b) your payment obligations, or (c) liability that cannot be limited by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Magier Guard and our officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any law or third-party rights
• Your Customer Data
• Your negligence or willful misconduct

12. Compliance and Export Control

You agree to comply with all applicable laws, including:

• US export control laws and regulations
• GDPR and other data protection laws
• Anti-bribery and anti-corruption laws
• Economic sanctions and trade restrictions

You represent that you are not located in, under control of, or a national of any country subject to US embargo or on any US government restricted parties list.

13. Dispute Resolution

13.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@magierguard.com to attempt informal resolution.

13.2 Arbitration Agreement

You and Magier Guard agree to resolve disputes through binding arbitration instead of in court, except for disputes relating to intellectual property or small claims court matters.

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator's decision will be final and binding.

13.3 Class Action Waiver

YOU AND MAGIER GUARD AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.4 Governing Law

These Terms are governed by California law without regard to conflict of law provisions. Any disputes not subject to arbitration shall be litigated exclusively in San Francisco County, California.

14. General Provisions

14.1 Modifications

We may modify these Terms at any time. We will notify you of material changes via email or in-app notification. Continued use after changes constitutes acceptance.

14.2 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.3 Severability

If any provision is found unenforceable, the remaining provisions will remain in full effect.

14.4 Waiver

Our failure to enforce any provision is not a waiver of our right to enforce it later.

14.5 Entire Agreement

These Terms, together with our Privacy Policy and any applicable enterprise agreement, constitute the entire agreement between you and Magier Guard.

14.6 Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control (natural disasters, wars, pandemics, internet outages, etc.).

15. Contact Information

Questions about these Terms? Contact us:

Email: legal@magierguard.com
Mail: Magier Guard, Inc.
Attn: Legal Department
548 Market Street, Suite 52345
San Francisco, CA 94104
United States