MagicBlocks Terms and Conditions

We are MagicBlocks, Inc. (MagicBlocks, we, us, our)

We operate the website https://magicblocks.ai along with any associated software applications and websites that link to these Terms and Conditions (Services)

These Terms and Conditions govern your access and use of the Services.

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of a company or other legal entity (You) and MagicBlocks concerning your access to and use of the Services. 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 and Conditions. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions from time to time. We will alert you about any changes by updating the "Last Updated" date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. If a change is material (as determined by us in our sole discretion), we will make reasonable efforts to provide at least 30 days’ prior notice before those changes take effect, however, it is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Services after the date such revised Terms and Conditions are posted.

1. USING THE SERVICES

Subject to your compliance with these Terms and Conditions, you may access and use our Services. In using our Services you must comply with all applicable laws 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 (each, an End User) who is provisioned with an account under your account (an 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: (a) use our Services in a way that infringes, misappropriates or violates applicable law or anyone’s rights; (b) modify, copy, lease, sell or distribute any of our Services; (c) 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; (d) automatically or programmatically extract data or Output (defined below); (e) represent that Output was human-generated when it was not; (f) 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; (g) use Output to develop models; or (h) 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 and Conditions. 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 the Service may generate the same or similar Output for others and that we reserve the right to do so.

We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

3. PRIVACY

You and MagicBlocks each hereby agree to comply with all applicable state, federal and international laws, regulations, notices, and guidelines relating to information privacy (Privacy Laws). If you use the Services to process personal information, personal data or other information subject to Privacy Laws, if required by such laws you must: (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data by the Services; and (b) process personal data in accordance with applicable Privacy Laws.

If you use the Services to process “personal data” or “Personal Information” as defined under applicable Privacy Laws, the Data Processing Addendum is hereby incorporated into these Terms and Conditions.

You must not use the Services to collect, store, process or transmit any information belonging to a sensitive category of information under applicable law relating to privacy or data protection (Sensitive Personal Information). You shall be 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 Sensitive Personal Information submitted to the Services.

MagicBlocks will utilize sub-processors who will have access to or process Content to assist in providing the Service. You hereby confirm and provide general authorization for MagicBlock’s use of the sub-processors listed by MagicBlocks here List of Subprocessors.

4. USE OF ARTIFICIAL INTELLIGENCE

Our Services incorporate experimental third party artificial intelligence software, products, or services (Third Party Services) and parts of our Services include output from those services (Third Party Output).

Artificial intelligence and machine learning are rapidly evolving areas. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect your Inputs or is otherwise unintended.

When you use our Services you understand and agree that: (a) Output may not always be accurate and you should ensure recipients of Output from our Services do not rely on its as a sole source of truth or factual information, or as a substitute for professional advice; (b) you must use discretion before relying on any Output and continue to evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate; and (c) you must ensure any recipient of any Output does not rely on it for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions.

We are not responsible for Third Party Output and our Services may provide incomplete, incorrect or offensive Third Party Output that does not represent MagicBlocks’ views.

5. SUBSCRIPTIONS

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 when you subscribed to the Services.

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 hello@magicblocks.ai⁠ within thirty (30) days of issuance.

6. ADDITIONAL SUPPORT SERVICES

You may purchase additional services (Additional Support Services) from time to time by placing an order with us. The Additional Support Services will be described at the time of placing the order. Fees for these Additional Support Services are in addition to any subscription fee. All Additional Support Services are performed remotely, unless we otherwise agree. MagicBlocks will use commercially reasonable efforts to provide the Additional Support Services and will perform 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 of the Additional Support Services and/or result in termination of the provision of the Additional Support Services. All Additional Support Services are non-cancellable and all fees for Additional Support Services are non-refundable.

7. 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. However, 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 of the Services. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

We may decide to discontinue our Services.

8. 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 by Recipient 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 and Conditions; (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 and Conditions.

These obligations do not apply to any information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient’s possession or known by it 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 of these Terms and Conditions. Recipient will be responsible for any breach of this section 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.

9. INTELLECTUAL PROPERTY RIGHTS

We own all rights, title, and interest in and to the Services. Our name, logo and trademarks may not be used without our prior written consent. You own all rights, title and interest in and to the Content.

10. 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 infringement of any person.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of our copyright agent via email at hello@magicblocks.ai and include in your notice a detailed description of the alleged infringement including:

a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed upon;
a description of where the allegedly infringing material is located on our Service so we can find it;
your address, telephone number, and e-mail address;
a statement by you 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 by you that the above information in your notice 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

11. TERMINATION

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON AND TO TERMINATE THE PROVISION OF ANY ADDITIONAL SUPPORT SERVICES FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

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, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

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. Upon termination or expiration of this agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this agreement, we will delete all Content from our systems within a commercially reasonable timeframe, unless we are legally required to retain it.

12. 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 OUTPUTS FROM OUR SERVICE) WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCONNECTION WITH THE SERVICES, ANY ADDITIONAL SUPPORT 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 THE SERVICES OUTPUT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES OUTPUT, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES,OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

13. LIMITATION OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OFTHE SERVICES AND ANY ADDITIONAL SUPPORT SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHINGTO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID FOR THE SERVICE OR ANY ADDITIONAL SUPPORT SERVICES THAT GAVE RISE TO THE CLAIM, IF ANY, BY YOU TO US DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

Certain US state laws and international 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 disclaimers or limitations may not apply to you, and you may have additional rights. In that case, these Terms and Conditions only limit our responsibilities to the maximum extent permissible in your country of residence.

Our suppliers and subprocessors are intended third party beneficiaries of this section.

14. INDEMNIFICATION

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: (1) use of the Services and any Additional Support Services; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

15. 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.

16. MISCELLANEOUS

If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. Our failure to exercise or enforce any right or provision of these Terms and Conditions 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 and Conditions without consent. These Terms and Conditions contain the entire agreement between you and MagicBlocks and supersede any prior agreements between you and MagicBlocks. These Terms and Conditions shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.