Terms and Conditions — MagicBlocks

We are MagicBlocks, Inc. (“MagicBlocks,” “we,” “us,” “our”), a Delaware corporation. We operate the website https://magicblocks.ai along with any associated software applications, platforms, APIs, and websites that link to these Terms and Conditions (collectively, the “Services”). Our Services include, without limitation, AI-powered sales agents that engage with end users via chat, email, SMS/messaging, voice/telephony, WhatsApp, social media direct messages, and integrations with third-party platforms. These Terms and Conditions (“Terms”) govern your access to and use of the Services and constitute a legally binding agreement made between you, whether personally or on behalf of a company or other legal entity (“You,” “Customer”), and MagicBlocks. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. You agree that by accessing the Services, you have read, understood, and agreed to be bound by these Terms. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY. We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. We will alert you about any changes by updating the “Last Updated” date of these Terms. If a change is material (as determined by us in our sole discretion), we will make reasonable efforts to provide at least thirty (30) days’ prior notice before those changes take effect. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Services after the date such revised Terms are posted constitutes your acceptance of the changes.

1. Using the Services

Subject to your compliance with these Terms, you may access and use our Services. In using our Services you must comply with all applicable laws, regulations, and industry standards, as well as our Acceptable Use Policy and any other documentation, guidelines, or policies we make available to you. You must provide accurate and up-to-date account information. You are responsible for all activities that occur under your account, including the activities of any end user (“End User”) who is provisioned with an account under your account (“End User Account”). You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User Account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services. You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:

use our Services in a way that infringes, misappropriates, or violates applicable law or anyone’s rights;
modify, copy, lease, sell, or distribute any of our Services;
attempt to or assist anyone to reverse engineer, decompile, or discover the source code or underlying components of our Services, including any models, algorithms, or systems;
automatically or programmatically extract data or Output (defined below);
represent that Output was human-generated when it was not, except where permitted by and in compliance with Section 5 (AI Disclosure and Transparency);
interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services;
use Output to develop competing models or services; or
access or use our Services for competitive analysis purposes.

2. Content

You and your prospective customers or clients may provide input to the Services (“Input”) and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services. As between you and MagicBlocks, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input, and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. You acknowledge that due to the nature of artificial intelligence, the Services may generate the same or similar Output for other customers, and we reserve the right to do so. You further acknowledge that AI-generated Output may not be eligible for copyright protection in all jurisdictions. We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

3. Privacy and Data Protection

3.1 General Obligations

You and MagicBlocks each agree to comply with all applicable privacy and data protection laws, including without limitation the General Data Protection Regulation (GDPR), the California Consumer Privacy Act/California Privacy Rights Act (CCPA/CPRA), the Australian Privacy Act 1988 (as amended), the Singapore Personal Data Protection Act (PDPA), and any other applicable data protection legislation (“Privacy Laws”). If you use the Services to process personal information, personal data, or other information subject to Privacy Laws, you must:

provide legally adequate privacy notices and obtain all necessary consents for the processing of personal data by the Services;
process personal data in accordance with applicable Privacy Laws;
ensure a lawful basis exists for each category of processing conducted through the Services; and
comply with all applicable cross-border data transfer requirements, including the use of Standard Contractual Clauses, Binding Corporate Rules, or other approved transfer mechanisms where required.

3.2 Data Processing

If you use the Services to process “personal data” or “Personal Information” as defined under applicable Privacy Laws, the Data Processing Addendum (“DPA”) is hereby incorporated into these Terms. The DPA sets forth the parties’ respective roles and responsibilities with respect to data processing, including:

MagicBlocks’ role as a data processor (or service provider under CCPA) acting on your instructions;
Your role as the data controller (or business under CCPA) responsible for determining the purposes and means of processing;
Sub-processor management, including the list of sub-processors and notification of changes;
Data breach notification procedures and timelines; and
Data subject rights and your obligations to respond to data subject requests.

3.3 Multi-Jurisdiction Compliance

MagicBlocks processes data across multiple jurisdictions. You acknowledge and agree that:

For EU/EEA data subjects: Processing is subject to GDPR requirements, and data transfers outside the EU/EEA are governed by approved transfer mechanisms set forth in the DPA.
For Australian data subjects: Processing is subject to the Australian Privacy Act 1988 and the Australian Privacy Principles (APPs), including any applicable automated decision-making disclosure requirements.
For Singapore data subjects: Processing is subject to the PDPA and its advisory guidelines on AI and personal data.
For California residents: Processing is subject to the CCPA/CPRA, and MagicBlocks will not sell or share personal information as defined thereunder.
For all other jurisdictions: You are solely responsible for identifying and complying with any additional local data protection requirements applicable to your use of the Services.

3.4 Sensitive Personal Information

You must not use the Services to collect, store, process, or transmit any Sensitive Personal Information (as defined under applicable Privacy Laws) unless expressly agreed in writing. You are responsible for any Sensitive Personal Information submitted using the Services, and you acknowledge that MagicBlocks is not subject to any additional obligations that may apply to such information.

3.5 Sub-Processors

MagicBlocks utilizes sub-processors who may access or process Content to assist in providing the Services. You confirm and provide general authorization for MagicBlocks’ use of sub-processors as listed at our sub-processors page. MagicBlocks will provide reasonable advance notice of changes to sub-processors and will ensure that sub-processors are bound by data protection obligations no less protective than those in these Terms.

3.6 Children’s Privacy

The Services are not directed at children under the age of 16 (or such other age as may be specified by applicable law). You must not knowingly use the Services to collect or process personal data of children without obtaining verifiable parental consent where required by applicable law, including the Children’s Online Privacy Protection Act (COPPA) and equivalent international legislation.

4. Use of Artificial Intelligence

4.1 Nature of AI Services

Our Services are powered by artificial intelligence (“AI”) technology developed and/or integrated by MagicBlocks. AI and machine learning are rapidly evolving fields. Given the probabilistic nature of AI, use of our Services may, in some situations, result in Output that does not accurately reflect your Input or is otherwise unintended, inaccurate, incomplete, or contextually inappropriate.

4.2 AI Output Disclaimer

When you use our Services, you understand and agree that:

AI Output is generated by probabilistic machine learning systems and is experimental in nature — errors will occur;
Output may not always be accurate, complete, or suitable for any particular purpose, and you should not rely on it as a sole source of truth or factual information, or as a substitute for professional advice;
you must exercise independent judgment and human review before relying on any Output, and you bear full responsibility for decisions made based on Output;
you must ensure that any recipient of Output does not rely on it for any purpose that could have a legal or material impact, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions;
MagicBlocks assumes no liability or responsibility for the accuracy, completeness, or appropriateness of AI-generated Output; and
no warranty is made that Output will be error-free, uninterrupted, or fit for any particular purpose.

4.3 Third-Party AI Components

Our Services may incorporate third-party artificial intelligence software, products, or services (“Third-Party AI Services”) and parts of the Output may include results from those services (“Third-Party Output”). We are not responsible for Third-Party Output. Our Services may produce incomplete, incorrect, or offensive Third-Party Output that does not represent MagicBlocks’ views.

4.4 Your Responsibilities

You are solely responsible for:

Reviewing and supervising all AI interactions conducted through the Services on your behalf;
Ensuring that Output is accurate and appropriate before acting on it or distributing it to third parties;
Implementing appropriate human oversight of AI-generated communications sent to your End Users;
Ensuring that any use of Output complies with applicable laws, regulations, and industry standards in your jurisdiction; and
Not representing AI-generated Output as human-generated without appropriate disclosure (see Section 5).

5. AI Disclosure and Transparency

5.1 Customer Disclosure Obligation

You must clearly and conspicuously disclose to your End Users that they are interacting with AI-powered agents when using the Services. This disclosure must be:

Provided before or at the beginning of any AI-powered interaction;
Clear, prominent, and in plain language reasonably understandable by your End Users;
Compliant with all applicable AI transparency and disclosure laws in every jurisdiction where your End Users are located; and
Maintained throughout the duration of the interaction where required by applicable law.

5.2 Applicable Disclosure Laws

You acknowledge that AI disclosure requirements are evolving rapidly across jurisdictions, including but not limited to:

United States: California SB 243 (effective January 2026), Colorado AI Act (effective June 2026), FCC rulings on AI-generated voice calls, and state-specific chatbot disclosure laws;
European Union: EU AI Act Article 50 transparency obligations (effective August 2026);
Australia: Privacy Act automated decision-making disclosure requirements (effective December 2026); and
Other jurisdictions: Any applicable AI transparency law, regulation, or guidance.

5.3 MagicBlocks’ Role

MagicBlocks provides tools and features designed to support your compliance with AI disclosure requirements. However, MagicBlocks does not guarantee that use of these tools will result in full compliance with any specific law or regulation. You are solely responsible for determining and implementing the disclosure requirements applicable to your business and jurisdiction.

6. Communications Compliance

The Services enable AI-powered communications across multiple channels. Each channel carries distinct regulatory requirements. You are solely responsible for ensuring that your use of the Services through each channel complies with all applicable laws and regulations. MagicBlocks provides tools to support compliance but does not guarantee compliance with any specific law or regulation.

6.1 SMS and Messaging

If you use the Services to send SMS, MMS, or other text messages, you must comply with all applicable messaging laws and regulations, including without limitation:

The Telephone Consumer Protection Act (TCPA), including requirements for prior express written consent before sending marketing messages;
CTIA Messaging Principles and Best Practices and short code compliance guidelines;
Carrier registration requirements, including 10DLC and A2P registration;
State “mini-TCPA” laws imposing additional consent or timing requirements;
The Australian Spam Act 2003 consent and identification requirements;
The Canadian Anti-Spam Legislation (CASL), if applicable; and
All applicable opt-out mechanism requirements, including processing opt-out requests within the timeframes required by law. You acknowledge that TCPA violations may result in statutory damages of $500 to $1,500 per message, and you assume all liability for non-compliance.

6.2 Voice and Telephony

If you use the Services to initiate or participate in voice or telephony communications, you must comply with all applicable voice communication laws and regulations, including without limitation:

The TCPA autodialer and prerecorded message rules, including the FCC’s February 2024 ruling that AI-generated voice calls constitute “artificial or prerecorded voice” calls requiring prior express written consent;
FCC rulings and guidance on AI-generated voice communications;
The National Do-Not-Call Registry and state do-not-call list requirements;
State telemarketing registration and bonding requirements;
AI voice disclosure requirements, including any obligation to disclose that a call is being conducted by or with the assistance of AI; and
The Australian Do Not Call Register and Telecommunications (Telemarketing and Research Calls) Industry Standard. You acknowledge that the regulatory landscape for AI-generated voice communications is evolving rapidly, and you are responsible for monitoring and complying with new requirements as they take effect.

6.3 Email

If you use the Services to send emails, you must comply with all applicable email marketing laws and regulations, including without limitation:

The CAN-SPAM Act (United States), including requirements for accurate header information, clear identification of messages as advertisements, a valid physical postal address, and a functioning opt-out mechanism;
The Australian Spam Act 2003, including consent, identification, and unsubscribe requirements;
The GDPR requirements for legitimate interest or consent when emailing EU/EEA recipients;
The CASL requirements for emailing Canadian recipients, if applicable; and
All applicable opt-out processing requirements, including honoring opt-out requests within the timeframes required by law (e.g., ten (10) business days under CAN-SPAM).

If you use the Services to communicate through WhatsApp, social media platforms, or other third-party messaging services, you must comply with:

The terms of service and acceptable use policies of each third-party platform, including WhatsApp Business API policies and any restrictions on AI-generated messaging;
All applicable consumer protection and electronic communications laws in each jurisdiction where your End Users are located;
Platform-specific AI disclosure requirements and opt-out mechanisms; and
Any applicable data protection requirements for messages sent through these platforms. You acknowledge that third-party platform policies may change at any time and may impose additional restrictions on AI-generated communications. MagicBlocks is not responsible for changes to third-party platform policies or for any consequences arising from your non-compliance with such policies.

Where applicable law requires one-to-one or specific consent for marketing communications (whether via SMS, voice, email, or other channels), you are solely responsible for obtaining, documenting, and maintaining such consent in compliance with applicable law. MagicBlocks provides tools to facilitate consent management but does not guarantee that such tools satisfy the requirements of any specific law or regulation.

6.6 Lead Data and Imported Contacts

You warrant that all contact data you import, upload, or push into the Services (“Imported Contacts”) complies with all applicable laws and that you have obtained all consents required to contact each individual via the specific channel you intend to use. Without limiting any other obligation in this Section 6, you must not:

Import, upload, or push any Imported Contact list without having obtained — and being able to produce upon request — individually verifiable, channel-specific prior express written consent from each person on that list for the specific type of communication (SMS, voice, email, or platform message) you intend to send, issued directly to your legal entity.
Rely on pooled, shared, or lead-generator-supplied consent as a lawful basis for communications. Under the FCC’s one-to-one consent rule (effective January 2025), prior express written consent for SMS and voice communications must specifically identify your business as the intended sender — generic lead-pool or co-registration consent is insufficient.
Use purchased, rented, scraped, brokered, or third-party-supplied contact lists to initiate communications without independently verifying that each individual on that list has provided the required channel-specific consent directly to your organization.
Transmit communications to any Imported Contact without first screening that list against the National Do Not Call Registry, applicable state do-not-call lists, the Australian Do Not Call Register, and your own internal opt-out and suppression records. You are responsible for maintaining all registrations required to access those registries.
Import contacts in the European Union or United Kingdom without a lawful basis under the GDPR and applicable ePrivacy rules, import contacts in Canada without CASL-compliant consent records, or import contacts in Australia without consent compliant with the Spam Act 2003 and Do Not Call Register Act 2006.
Fail to maintain complete records of the consent obtained for each Imported Contact — including the date, method, and specific scope of consent — or fail to produce those records within five (5) business days of a written request in connection with any complaint, regulatory inquiry, or legal proceeding. You bear sole and exclusive liability for all regulatory penalties, carrier sanctions, litigation costs, and other consequences arising from your use of Imported Contacts. MagicBlocks makes no representation that any tools or features it provides for contact import satisfy the requirements of any specific law or regulation, and expressly disclaims all liability for non-compliant, purchased, scraped, or otherwise impermissibly obtained contact data introduced into the Services by you or on your behalf.

7. Industry-Specific Compliance

MagicBlocks serves customers across a range of regulated industries. You acknowledge and agree that you are solely responsible for ensuring that your use of the Services complies with all industry-specific laws, regulations, and standards applicable to your business, including without limitation:

Mortgage and lending: The Real Estate Settlement Procedures Act (RESPA), Truth in Lending Act (TILA), Equal Credit Opportunity Act (ECOA), fair lending laws, and state licensing requirements;
Financial services: State financial services regulations, securities laws, and consumer lending requirements;
Insurance: State insurance advertising and disclosure requirements, NAIC guidelines, and agent licensing requirements;
Automotive: The FTC CARS Rule, state dealer advertising regulations, and consumer protection requirements; and
Home services: State contractor licensing requirements and consumer protection laws. MagicBlocks provides tools, templates, and configurable features designed to support industry compliance. However, MagicBlocks does not provide legal advice and does not guarantee that use of the Services will result in compliance with any industry-specific requirement. You should consult qualified legal counsel regarding your compliance obligations.

8. Subscriptions and Payment

Your subscription for use of the Services will continue and automatically renew unless cancelled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the subscription. The length of your billing cycle will depend on the type of subscription plan you choose. All purchases are non-refundable. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law. Subscription fees are exclusive of taxes, which we will charge as required by applicable law in connection with the Services. We will use the name and address in your account as the place of supply for tax purposes. To dispute an invoice, you must contact [email protected] within thirty (30) days of issuance.

9. Additional Support Services

You may purchase additional services (“Additional Support Services”) from time to time by placing an order with us. Fees for Additional Support Services are in addition to any subscription fee. All Additional Support Services are performed remotely unless otherwise agreed. MagicBlocks will use commercially reasonable efforts to provide the Additional Support Services in a professional and workmanlike manner. You agree to provide any information required to deliver the Additional Support Services in a timely manner and acknowledge that failure to do so may delay delivery. All Additional Support Services are non-cancellable and all fees are non-refundable.

10. Integrations and Third-Party Platforms

The Services may integrate with or connect to third-party platforms, tools, APIs, or services through Model Context Protocol (MCP) connections or other integration mechanisms (“Integrations”). With respect to Integrations, you acknowledge and agree that:

MagicBlocks is not responsible for the availability, accuracy, security, or performance of any third-party platform or service;
Your use of Integrations is subject to the terms, conditions, and privacy policies of the applicable third-party providers;
Data exchanged through Integrations may be processed by third-party providers in accordance with their own policies, and MagicBlocks is not responsible for such processing;
MagicBlocks makes no warranty regarding the continued availability or compatibility of any Integration; and
You are solely responsible for configuring Integrations appropriately and for any data or Output generated through or affected by Integrations.

11. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance. The Services depend on third-party infrastructure, APIs, AI model providers, and telecommunications networks. MagicBlocks is not liable for any disruption, degradation, or unavailability of the Services caused by third-party service interruptions.

12. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from circumstances beyond the affected party’s reasonable control, including but not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government actions or orders, labor disputes, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party service providers (each, a “Force Majeure Event”). The affected party will use reasonable efforts to mitigate the effect of the Force Majeure Event and will promptly notify the other party. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms upon written notice.

13. Confidentiality

“Confidential Information” means any business, technical, or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Content. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfil its obligations under these Terms; (b) take reasonable measures to protect the Confidential Information; and (c) not disclose the Confidential Information to any third party except as expressly permitted by these Terms. These obligations do not apply to information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient’s possession prior to receipt from Discloser; (c) was rightfully disclosed to Recipient without restriction by a third party; or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in these Terms. Recipient will be responsible for any breach by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

14. Intellectual Property Rights

14.1 MagicBlocks IP

We own all rights, title, and interest in and to the Services, including all software, algorithms, AI models, machine learning techniques, user interfaces, designs, trade secrets, and other intellectual property embodied in or related to the Services. Our name, logo, and trademarks may not be used without our prior written consent.

14.2 Your Content

You own all rights, title, and interest in and to your Content, subject to Section 2 (Content) and the license grants in these Terms.

14.3 Your Input Data

You represent and warrant that you have all necessary rights, licenses, and permissions to provide any Input to the Services, including knowledge base content, training data, customer information, and product information. You are solely responsible for ensuring that your Input does not infringe any third party’s intellectual property rights.

14.4 Restrictions

You may not: (a) reverse engineer, decompile, or disassemble the Services; (b) use the Services to develop a competing product or service; (c) sublicense, resell, or redistribute the Services except as expressly permitted; or (d) remove or alter any proprietary notices on the Services.

15. Copyright

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content infringes a copyright or other intellectual property right. If you are a copyright owner, or authorized on behalf of one, and you believe that copyrighted work has been copied in a way that constitutes copyright infringement taking place through the Services, you must submit your notice in writing to [email protected] and include:

A physical or electronic signature of the person authorized to act on behalf of the copyright owner;
A description of the copyrighted work that you claim has been infringed;
A description of where the allegedly infringing material is located on our Services;
Your address, telephone number, and email address;
A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement that the above information is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.

16. Agency and White-Label Use

If you are an agency, reseller, or other entity using the Services on behalf of your own clients (“Sub-Customers”), the following additional terms apply:

You are fully responsible for ensuring that each Sub-Customer’s use of the Services complies with these Terms and all applicable laws and regulations;
You must flow down all material obligations of these Terms to your Sub-Customers, including AI disclosure requirements, communications compliance obligations, and acceptable use restrictions;
You are responsible for obtaining all necessary consents from your Sub-Customers and their End Users as required by these Terms and applicable law;
MagicBlocks maintains logical workspace separation between customer accounts but does not guarantee physical data isolation. You are responsible for ensuring that your Sub-Customers’ data is appropriately segregated within your account;
You indemnify MagicBlocks for any claims, damages, or liabilities arising from your Sub-Customers’ use of the Services; and
If you use the Services on a white-label basis, you remain responsible for all AI disclosure and transparency obligations under Section 5, regardless of branding.

17. Termination

17.1 Termination by MagicBlocks

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES TO ANY PERSON AND TO TERMINATE THE PROVISION OF ANY ADDITIONAL SUPPORT SERVICES FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR ANY APPLICABLE LAW OR REGULATION.

17.2 Effect of Termination

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action.

17.3 Payment on Termination

Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued up to the date of termination or expiration.

17.4 Data Handling on Termination

Upon termination or expiration, you will have thirty (30) days to export your Content from the Services. Following the export period, MagicBlocks will delete all Content from its systems within sixty (60) days, unless legally required to retain it. MagicBlocks will provide written confirmation of deletion upon request.

17.5 Survival

The following provisions will survive termination or expiration of these Terms: Sections 2 (Content), 3 (Privacy and Data Protection), 4.2 (AI Output Disclaimer), 12 (Force Majeure), 13 (Confidentiality), 14 (Intellectual Property Rights), 18 (Disclaimer), 19 (Limitation of Liability), 20 (Indemnification), and 22 (Governing Law and Dispute Resolution).

18. Disclaimer

THE SERVICES AND ANY ADDITIONAL SUPPORT SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. YOU ACCEPT AND AGREE THAT YOUR USE OF THE SERVICES AND RELIANCE ON ANY ADDITIONAL SUPPORT SERVICES (INCLUDING ANY OUTPUT FROM OUR SERVICES) WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF OUTPUT AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR: (1) ERRORS, MISTAKES, OR INACCURACIES OF OUTPUT; (2) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICES; (3) ANY UNAUTHORIZED ACCESS TO OUR SERVERS OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF THE SERVICES; (5) ANY BUGS, VIRUSES, OR THE LIKE TRANSMITTED THROUGH THE SERVICES; OR (6) ANY ERRORS OR OMISSIONS IN CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES. MAGICBLOCKS PROVIDES TOOLS TO SUPPORT YOUR COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. MAGICBLOCKS DOES NOT PROVIDE LEGAL ADVICE AND MAKES NO WARRANTY OR GUARANTEE THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY SPECIFIC LAW, REGULATION, OR INDUSTRY STANDARD.

19. Limitation of Liability

IN NO EVENT WILL MAGICBLOCKS OR ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (A) THE AMOUNT PAID BY YOU TO MAGICBLOCKS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND US DOLLARS (US $100,000). Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above limitations may not apply, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your jurisdiction. Our suppliers, sub-processors, and third-party AI service providers are intended third-party beneficiaries of this section.

20. Indemnification

20.1 Your Indemnification of MagicBlocks

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

Your use of the Services, including any Output generated through the Services;
Your breach of these Terms;
Your failure to comply with applicable laws, regulations, or industry standards, including AI disclosure requirements, communications compliance obligations, and data protection laws;
Your violation of the rights of a third party, including intellectual property rights;
Claims by your End Users or Sub-Customers arising from AI-generated communications; and
Any regulatory enforcement action or fine resulting from your non-compliance with applicable law.

20.2 MagicBlocks’ Indemnification

MagicBlocks will defend, indemnify, and hold you harmless from and against any third-party claim that the Services (excluding Content) infringe a valid intellectual property right of a third party, provided that you promptly notify MagicBlocks in writing, give MagicBlocks sole control of the defense, and provide reasonable cooperation.

20.3 Procedures

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense. We will use reasonable efforts to notify you of any claim subject to this indemnification upon becoming aware of it.

21. Trade Controls

You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory, or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

22. Governing Law and Dispute Resolution

22.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions.

22.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be subject to good faith negotiations between the parties for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved through negotiation, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

22.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MAGICBLOCKS EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS.

22.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights or Confidential Information.

23. Miscellaneous

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. You may not assign or transfer any rights or obligations under these Terms, and any attempt to do so will be void. MagicBlocks may transfer and assign any of its rights and obligations under these Terms without consent. These Terms, together with the DPA and any order forms or statements of work, contain the entire agreement between you and MagicBlocks and supersede any prior agreements. All notices to MagicBlocks under these Terms must be sent to [email protected] or to MagicBlocks, Inc., at the address published on our website. Notices to you will be sent to the email address associated with your account. Any provisions of these Terms that, by their nature, should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

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