MAGPAI - TERMS OF USE (Updated: 21st July 2023)

Welcome to Magpai, an online node-based content creation platform.

These Terms of Use are intended to explain Our obligations as a provider of the Service and Your obligations as a user of the Service.

These Terms of Use, together with Magpai's Privacy Policy, the Agreement, represent a legally binding agreement between You and Magpai with respect to Your access to and use of the Service.

Magpai may update these Terms of Use from time to time. Magpai will post any updates on the Website. You will be deemed to have accepted any changes to the Terms if You continue to use the Service after the date of an update.

Whenever You access and use the Service, You are acknowledging that You have read, understood and accepted these Terms of Use, Magpai's Privacy Policy and the Agreement, and have the authority to act for any person or entity on behalf of whom You are using the Service.

  1. DEFINITIONS

In these Terms, the following words mean the following:

Agreement means the Magpai Service Agreement executed by You and Magpai in connection with the provision of the Service by Magpai to You.

Access Fee means the fee payable by You to access the Service (excluding all applicable taxes and duties), being:

  1. USD 20 per month for the Pro Service; or
  2. USD 45 per month for the Studio Service.

Data means any data entered by You, or with Your authority, into the Service.

Intellectual Property Right means any patent, trade mark, service mark, copyright and related rights, moral right, right in a design, rights to inventions, copyright, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, know-how), and all other intellectual property rights, confidential information (including know-how) and any other intellectual or industrial property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in anywhere in the world.

Magpai means Magpai Pty Ltd (ABN 64 668 403 101).

Personal Information includes without limitation all information or opinions about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not. It also includes de-identified, generic, or demographic information which on its own may not be sufficient to identify a particular individual, but when re-identified or combined with other information is sufficient to identify a particular individual.

Our means Magpai Pty Ltd. Us and We have the same meaning.

Pro Service means access to the following Services:

  1. 100 workflows;
  2. 500 credits per month;
  3. 10GB of storage;
  4. up to 5 editors per workflow;
  5. batch run workflows;
  6. use of workflows as nodes; and
  7. Figma/Abode/Social Media integrations.  

Service means the provision of access to content or data made available on the Magpai platform (including its Website, mobile site and apps), as may be changed or updated by Magpai from time to time including the Pro Service and the Studio Service, regardless of how it is accessed by a Subscriber (including via the Internet, mobile phone or any other device).

Studio Service means access to the following Services:

  1. 250 workflows;
  2. 1000 credits per month;
  3. 100GB of storage;
  4. up to 5 editors per workflow;
  5. batch run workflows;
  6. use workflows as nodes;
  7. Figma/Abode/Social Media integrations;
  8. run artificial intelligence models locally; and
  9. custom made Stable Diffusion Models.

Subscriber means the person (meaning either a natural or legal person) who is licensed under these Terms to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

Terms or Terms of Use means these Terms of Use and if relevant any special terms and conditions agreed in writing by You and Us.

Website means the internet site located at https://magpai.app/.

You means the Subscriber, and where the context permits, an Invited User. Your has the same meaning.

  1. USE OF SOFTWARE

Subject to You paying the Access Fee in accordance with clause 3(a), the restrictions set out in clause 3 and the other terms and conditions of these Terms, Magpai grants You the non-exclusive, non-transferable right (without the right to grant sublicenses) and revocable licence to access and use the Service solely for Your own personal or internal business purposes. This right is limited by and subject to these Terms.

  1. YOUR OBLIGATIONS

You agree that as a condition of Your use of the Service, You will comply with the following obligations:

  1. Payment Obligations:
  1. The Access Fee will be deducted monthly by credit card or be paid by You monthly on receipt of an invoice from Us. If You provide credit card details to Us, You hereby authorise Us to bill such credit card in accordance with this clause. Magpai will continue deducting the Access Fees monthly until these Terms is terminated in accordance with its Termination provisions.
  2. All Magpai payment receipts will be sent to You, or to a billing contact whose details are provided by You, by email (Billing Contact). You are responsible for payment of all applicable taxes and duties in addition to the Access Fee.
  3. If Magpai has not received payment within 7 days after any particular due date, and without prejudice to any of Our other rights and remedies, We may, without liability to You, disable Your password, account and access to all or part of the Service and We will be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid.
  4. We are entitled to increase the Access Fee upon 30 days' prior notice to You.
  1. General Obligations:

You must:

  1. only use the Service for Your own lawful personal or internal business purposes, and in accordance with these Terms and any additional conditions posted on the Website or as otherwise notified by Us from time to time;
  2. not engage any person to, attempt to build, or to use, operate or provide any product, Service or software that is the same, or similar to the Service provided by Us under the Agreement, or which directly or indirectly competes with the Service provided by Us under the Agreement except where You are continuing to use a similar pre-existing Service (the details of which are to be disclosed by You to Us) or software or the use of such Service or software is approved by Us in writing, at its sole discretion. In any event, You must not expand or extend the use of any pre-existing Service or software during the term of the Agreement;
  3. ensure that Your network and systems comply with the relevant specifications provided by Us from time to time;
  4. be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the Service, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;
  5. co-operate with Us in respect of all matters relating to the Service;
  6. carry out all other Subscriber responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, We may adjust any agreed timetable or delivery schedule as reasonably necessary;
  7. comply with all applicable laws and regulations with respect to its activities under these Terms; and
  8. obtain and maintain all necessary licences, permissions and consents which may be required before You use the Service.
  1. Access Obligations:
  1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You are entirely responsible for maintaining the confidentiality of the information provided to Us in connection with the Services, and for any and all activity that occurs under Your account as a result of failing to keep Your information secure and confidential.
  2. You must immediately notify Us of any unauthorised use of Your passwords or any other breach of security, and You must take all other actions that We reasonably require to maintain or enhance the security of Our computing systems and networks, and Your access to the Service.
  3. You indemnify Us against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of your computer systems, security systems or passwords, or any unauthorised disclosure of data or confidential information occurring via any system controlled by You.
  1. Usage Limitations:
  1. Use of the Service may be subject to limitations, including but not limited to monthly data storage limits.
  2. You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify Us.
  1. Communication Conditions:
  1. If You use any communication tools available through the Service (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes.
  2. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Service, or material or activities in violation of any law or the rights of any third party (including material that is protected by copyright or trade secrets which You do not have the right to use, and material that is defamatory, discriminatory, misleading or deceptive).
  3. When You make any communication on the Website, You represent that You are permitted to make such communication.
  4. We are under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service.
  5. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website.
  6. We may in Our absolute discretion remove any communication at any time.
  1. Indemnity:
  1. You hereby agree to defend, indemnify and hold harmless Magpai (including Magpai's affiliates and subsidiaries, as well as Magpai's respective officers, directors, employees and agents) against all claims, actions, proceedings, losses, expenses, costs (including without limitation reasonable legal fees and costs), damages and any other liabilities arising out of or in connection with:
  1. Your use of the Service;
  2. any breach by You of any of these Terms, including Your improper use of the Services;
  3. any breach of any law;
  4. any breach of the rights of a third party.
  1. Service Rules:
  1. As a condition of these Terms, when accessing and using the Service, You agree not to engage in any of the following prohibited activities (Prohibited Activities): 
  1. copy, distribute, alert, duplicate, create derivative works from, mirror, republish, download, display, transmit, disclose or distribute all or any part of the Service in any medium;
  2. reverse compile, decompile, disassemble, translate, reverse engineer or otherwise reduce to human-perceivable from all or any part of the Service or any materials contained on the Website;
  3. reproduce, copy, license, sublicense sell, rent, lease, transfer, assign, convey, distribute, display, disclose, or otherwise commercially exploit, transfer, or make the Service or materials contained on the Website available to any third party;
  4. scape, store, publish, transmit, transfer, communicate, distribute or disseminate, the Service or any materials contained on the Website;
  5. combine the whole or any part of the data available on the Service with any other software, data or material or store or use any part of that data in archival database or other searchable database except as forming part of any deliverable;
  6. access or all or any part of the Service in order to build a product or service which competes with the Service or the Website or any part of Our business;
  7. allow the unauthorised use, copying, publication or dissemination of the Service by any third-party;
  8. use the Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
  9. using any automated system, including without limitation "robots", "spiders", "offline readers", etc., to access the Service in a manner that sends more request messages to Our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that We grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
  10. transmitting spam, chain letters, or other unsolicited email;
  11. attempting to interfere with, compromise the system integrity or security of Our computing systems or networks or, where the Service is hosted by a third party, that third party's computing systems and networks, or decipher any transmissions to or from the servers running the Service;
  12. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  13. uploading invalid data, viruses, worms, or other software agents through the Service;
  14. collecting or harvesting any Personal Information from the Service, except as expressly permitted by the features of the Service;
  15. using the Service for any commercial solicitation purposes, meaning you must not use the Service to sell products or services of any description;
  16. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
  17. interfering with the proper working of the Service;
  18. accessing any content on the Service through any technology or means other than those provided or authorised by the Service;
  19. bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or its content; or
  20. post, submit, access, store, or distribute material on the Website that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise illegal or causes damage or injury to any person or property.
  1. You must use all reasonable endeavours to prevent any Prohibited Activities and in the event of any such Prohibited Activities promptly notify Us.
  2. If You engage in a Prohibited Activity, We may, in Our absolute discretion, without liability or prejudice to its other rights to You, permanently or temporarily terminate or suspend Your access to the Service, without notice to You.
  1. OUR OBLIGATIONS
  1. We will provide the Service with reasonable skill and care.
  2. The warranty at clause 4(a) will not apply to the extent of any non-conformance which is caused by use of the Service contrary to Our instructions, or modification or alteration of the Service by any party other than Us or Our duly authorised contractors or agents. If the Service does not conform with the foregoing undertaking, We will, at Our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or attempt to provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 4(a).  Notwithstanding the foregoing, We:
  1. do not warrant that Your use of the Service will be uninterrupted or error-free; or
  2. that the Service and/or the information obtained by You through the Service will meet Your requirements; and
  3. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  1. We will use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance performed outside normal business hours.
  2. If Our performance of any of Our obligations under these Terms is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation (Default):
  1. We, without limiting Our other rights or remedies, have the right to suspend performance of the Service until You remedy the Default, and to rely on the Default to relieve Us from the performance of any of Our obligations to the extent the Default prevents or delays Our performance of any of Our obligations;
  2. We will not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Your failure or delay to perform any of Your obligations as set out in this clause 4; and
  3. You must reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from the Default.
  1. These Terms do not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
  1. PRIVACY 
  1. Privacy:
  1. We maintain a privacy policy that sets out the parties' obligations in respect of Personal Information. This privacy policy is available at https://magpai.app/legal/privacy, and may be amended from time to time by Us. You will be taken to have read and accepted Our privacy policy when You accept these Terms of Use.
  2. By using the Services, You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information You enter into the Service may be read or intercepted by others.
  3. We will use reasonable efforts to take all due care with any information which You may provide us when accessing our Service, however We do not warrant and cannot ensure the security of any information which You may provide to us. Information You transmit to Us or Our Service is entirely at Your own risk.
  4. You must be aware of, and comply with, any privacy laws which apply to Your activity on the Service.  
  5. You acknowledge and agree that the Personal Information may be transferred or stored outside the country where You are located in order to carry out the Service and Our other obligations under these Terms;
  6. You must ensure that You are entitled to transfer the relevant Personal Information to Us so that We may lawfully use, process and transfer the Personal Information in accordance with these Terms on Your behalf;
  7. You must ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
  8. each party will take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Information or its accidental loss, destruction or damage.
  1. INTELLECTUAL PROPERTY 
  1. General:
  1. Title to, and all Intellectual Property Rights in or arising out of or in connection with the Service and any documentation relating to the Service remain Our (or Our licensors, or related entities, as applicable) property. Except as expressly stated in these Terms, these Terms do not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service or any associated documentation.
  2. You acknowledge that, in respect of any third party Intellectual Property Rights, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You.
  1. Third-party products
  1. You acknowledge and agree that third-party products may be available through the Service. Any use by You of third-party products, is solely a matter between You and the applicable supplier of the third-party product. We do not warrant or support third-party products, whether or not they are designated by Us as certified or otherwise, except as specified in these Terms.
  2. We may allow a third-party, to access Data to facilitate the Service and as reasonably required for the enhancement of the Service.
  1. Ownership of Data:
  1. Title to, and all Intellectual Property Rights in, the Data remain Your property and You have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data. However, Your access to the Data is contingent on full payment of the Access Fee when it falls due.
  2. You grant to Us a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of the Service to You. 
  1. Backup of Data and requesting a copy of Data on termination of use of Service:
  1. We will take reasonable commercial steps to prevent data loss or unauthorised access or disclosure, including a daily system data back-up regime, but do not make any guarantees that there will be no loss of, or unauthorised access to or disclosure of Data. We expressly exclude liability for any loss, destruction, alteration or unauthorised access to or disclosure of Data no matter how caused. 
  2. If, on termination of Your use of the Service, You would like a copy of your Data, We will, on request in writing by You, provide You a copy of your Data, in zip file backup format. 
  3. Fees for this task are:
  1. 1 x free export if You have been Our client for more than 6 months and $200 USD (excluding taxes) for each migration after the first (if required); or
  2. $250 USD (excluding taxes) per export if You have not been a client for 6 months.
  1. You must make a request for a copy of your Data within 30 days of termination of Your use of the Service.
  2. You acknowledge that, whether you request a copy of the Data or not within 30 days of termination of Your use of the Service, Your Data will be irretrievably deleted from the Service after 60 days following termination of Your use of the Service. We will not store Data beyond this time due to data protection concerns and the cost of data storage.
  1. Third-party applications and your Data:

If You enable third-party applications for use in conjunction with the Service, You agree that We may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

  1. WARRANTIES AND ACKNOWLEDGMENTS 
  1. Authority:

    You warrant that where You are using the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by accessing and using the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms. 
  2. Acknowledgment:

    You acknowledge that:
  1. You are authorised to agree to these Terms and to access and use the information and Data that You enter into the Service, including any information or Data entered into the Service by any other person you have authorised to use the Service or Data;
  2. You are authorised to access the processed information and Data that is made available to You through Your use of the Service (whether that information and Data is owned by You or not);
  3. We have no responsibility to any person other than You and nothing in these Terms confers, or purports to confer, a benefit on any person other than You. If You use or access the Service on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that: 
  1. You are responsible for ensuring that You have the right to do so;
  2. You are responsible for authorising any person who is given access to information or Data, and you agree that We have no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
  3. You hereby indemnify Us against any claims or loss relating to: 
  1. Our refusal to provide any person access to Your information or Data in accordance with these Terms;
  2. Our making available information or Data to any person with Your authorisation; or
  3. The acts or omissions of any Invited User or any person on whose behalf You use the Website or the Service.
  1. The provision of, access to, and use of, the Service is on an "as is" basis and at Your own risk.
  2. It is Your sole responsibility to determine that the Service meets the needs of Your business and are suitable for the purposes for which they are used.
  3. You assume sole responsibility for results obtained from the use of the Service by You, and for conclusions drawn from such use.
  4. You remain solely responsible for complying with all laws applicable to You. It is Your responsibility to check that collection of, storage of and access to your Data via the Service will comply with laws applicable to you (including but not limited to laws relating to the privacy of Personal Information) and will not infringe the rights of any third parties. We make no warranty that any particular functionality provided by the software, or any particular activities which may be able to be carried out by the software (whether alone or in conjunction with third party sites or applications), will be lawful or will not infringe the rights of third parties. You indemnify Us against loss or damage of any kind it may suffer as a result of your unlawful use of the Service or use which may infringe the rights of any third party.
  5. Each time You use the Service You warrant that You comply with and will continue to comply with the terms of use of third party websites which You access via the Service (including but not limited to social media websites) and in particular that You are aware of and agree to comply with the privacy conditions of all such third party websites.
  6. Each time You use the Service to retrieve data which contains the Personal Information of any person, from a third party website (including but not limited to social media websites), and You input such data into the Service, you warrant that You have been authorised by the person to whom the Personal Information relates to use and store that information in the manner in which you intend to use and store it.
  7. You indemnify Us against all claims, damages, losses and any other liabilities relating to the use of any data (including data containing Personal Information) which is accessed and retrieved/extracted from any third party websites (including but not limited to social media websites) and entered into the Service, using tools provided by the Service.
  1. No warranties:
  1. Save as expressly and specifically set out in these Terms of Use, We give no warranty about the Service (including all content, software, functions, materials and information made available). Without limiting the foregoing, We do not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose.
  2. All implied conditions, warranties representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded in so far as is permitted by law, including (without limitation) warranties of acceptable quality, fitness for purpose, title and non-infringement.
  1. LIMITATION OF LIABILITY 
  1. To the full extent permitted by law, We (and Our affiliates and subsidiaries, and Our and their respective officers, directors, employees, agents and contractors) are not liable for any loss or damage however caused which You or an Invited User may directly or indirectly suffer in connection with the use of the Services. You assume full responsibility and risk of loss resulting from use of the Services.
  2. To the full extent permitted by law, You and any Invited User release Us (and Our affiliates and subsidiaries, and Our and their respective officers, directors, employees, agents and contractors) from all liabilities, claims, demands and damages (actual or consequential) of every kind and nature, arising out of or in any way connected with any claim in connection with Your use of the Services.
  3. Under no circumstances will We or any of Our directors, officers, employees or representatives (including those of its affiliates or subsidiaries) be liable for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits.
  4. Nothing in these Terms excludes Your liability or the liability of any Invited User for:
  1. a breach of clause 3; or
  2. a failure to pay amounts due to Us under these Terms.
  1. If We incur any liability to You under or as a result of any non-excludable laws, Our liability is limited to, at Our election, the re-supply of the Service, or the payment of the cost of re-supplying the Service.
  2. In no event will We, Our employees, agents and contractors be liable to You to the extent that the alleged infringement is based on:
  1. a modification of the Service by anyone other than Us;
  2. Your use of the Service in a manner contrary to the instructions given to You by Us; or
  3. Your use of the Service after notice of the alleged or actual infringement from Us or any appropriate authority.
  1. The foregoing represents Your sole and exclusive rights and remedies, and Our (including Our employees', agents' and sub-contractors') entire obligations and liability under these Terms, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
  2. Except where You breach Our intellectual or proprietary rights, neither You nor We may not bring a claim under these Terms more than 24 months after the event that creates the action or claim.
  1. TERMINATION 
  1. Prepaid Subscriptions:

On termination of Your use of the Service, We will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription. 

  1. No-fault termination:

These Terms of Use will continue for the period covered by the Access Fee paid or payable under clause 3(a). At the end of each billing period these Terms of Use will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms of Use by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms of Use You will be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms of Use. 

  1. Breach:
  1. If You:
  1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 7 days after receiving notice of the breach, if the breach is capable of being remedied;
  2. breach any of these Terms and the breach is not capable of being remedied or any payment of Access Fees that are more than 30 days overdue; or
  3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed over any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
  1. We may take any or all of the following actions, in its absolute discretion: 
  1. terminate these Terms with immediate effect and Your use of the Service and the Website;
  2. permanently or temporarily, as determined by Us, suspend Your use of the Service and the Website; or
  3. suspend or terminate access to all or any Data.
  1. Expiry or termination:
  1. You acknowledge and agree that the following provisions will survive termination or expiry of these Terms: Your Obligations (Payment Obligations and Indemnity), Confidentiality and Privacy, Intellectual Property, Warranties and Acknowledgments, Limitation of Liability.
  2. On termination of these Terms for any reason all licences granted under these Terms will immediately terminate and You must immediately cease all use of the Service and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
  1. TECHNICAL SUPPORT 
  1. Technical Problems:

In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Us. If You still need technical help, please log a support ticket via the Service or email support@magpai.app. 

  1. Service availability:

While We intend that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service may be unavailable to permit maintenance or other development activity to take place, or for reasons beyond Our reasonable control.

If for any reason We have to interrupt the Service for longer periods than We would normally expect, or the Service is interrupted due to reasons beyond Our reasonable control, We will use reasonable endeavours to publish details of such activity on the Website or to notify You.

  1. DISPUTE RESOLUTION
  1. Best endeavours:
  1. You and We will use best endeavours to avoid or promptly resolve disputes and potential disputes, including by discussing any disputes or potential disputes as soon as You or We become aware of the dispute or potential dispute.
  2. If a dispute remains unresolved, the dispute must be resolved in accordance with the procedures set out in this clause 11.
  1. Notice of dispute:

Where a dispute remains unresolved either You or We must give the other a written notice specifying the nature and details of the dispute.

  1. Negotiation:

A nominated representative of Magpai and You must meet (either in person or via audio-visual means), at least once, within 10 Business Days after a notice of dispute has been served in accordance with clause 11(b). You and We must use best endeavours to resolve the dispute in good faith, or to agree on a method of doing so, as quickly as possible.

  1. Mediation:

Where the dispute is not resolved after 20 Business Days of a notice of dispute being served in accordance with clause 11(b), You and We agree to refer the dispute to mediation.

  1. Continue to perform:

To the extent possible, You and We must continue to meet our respective obligations under these Terms notwithstanding the existence of any dispute.

  1. Exclusivity of the dispute resolution process:
  1. You and We must adhere to the dispute resolution procedure set out in these Terms.
  2. You and We may not commence any court proceedings relating to a dispute unless it has complied with clauses 11(a) to 11(d) of these Terms.
  1. COMPLIANCE WITH LAW
  1. You must not use our Services for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of us or others whether intellectual property or otherwise.
  2. You warrant and undertake to comply with all laws and regulations of the territory in which You reside or conduct business. You are responsible for making sure that Your use of the Service is lawful.
  3. You are responsible for complying with all laws and regulations applicable to Your use of the Service and are responsible for paying all fees and applicable taxes or charges associated with Your use of the Services including but not limited to goods, services and value added taxes. 
  1. GENERAL 
  1. Entire Terms: 

These Terms, together with Our Privacy Policy and the Agreement, supersede and extinguish all prior agreements, promises, assurances, warranties, representations and understandings (whether oral or written), and constitute the entire agreement between You and Us relating to the Service and the other matters dealt with in these Terms.

  1. No Remedy:

You and We agree that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or the Agreement. You and We also agree that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

  1. Waiver:

    If either You or We waive any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing. 
  2. Severance:

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of these Terms.

  1. Force Majeure:

Neither You nor We will be liable for any delay or failure in performance of our respective obligations under these Terms if the delay or failure is due to any events, circumstances or causes outside its reasonable control. This clause does not apply to any obligation to pay money. 

  1. Assignment:

You may not assign or transfer any rights under these Terms to any other person without Our prior written consent. We may assign these Terms or the benefit of these Terms, or it may novate these Terms, in its discretion to any third party.

  1. Third Parties:

These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns).

  1. Governing law:

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by, and construed in accordance with the laws of New South Wales, Australia.

  1. Jurisdiction:

You and We irrevocably agree that the courts of New South Wales, Australia, will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

  1. Severability:

    If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. If the foregoing is not possible or enforceable, the relevant provision will be treated as severed from these Terms and the remainder of these Terms will continue to be binding on the parties. 
  2. Notices:

Any notice given under these Terms must be in writing by email and will be deemed to have been given on transmission. Notices to Us must be sent to legal@magpai.appor to any other email address notified by email to You by any of Our authorised representatives. Notices to You will be sent to an email address nominated by You. 

  1. Interpretation:

In the interpretation of these Terms, no clause will be construed or interpreted against the party that will benefit from the clause because it was drafted or put forward by that party.