Last updated: June 17, 2025
These Terms of Service (together with all exhibits, attachments, referenced documents, the “Terms” or “Agreement”) govern Customer’s access to, and use of, the Magnify service offerings described and/or offered directly, or through our website (the “Site”). If Customer is placing an Order or accessing or using the Service (as defined below) on behalf of a company, organization, or other entity, by accessing or using the Service, Customer is agreeing to these Terms, including all policies and documents referenced in these Terms, which form a legally binding agreement between Customer, as the user of the Service (“Customer”), and Magnify (hereafter, “Magnify”, “we”, “us”, or “our”). If Customer is not eligible to use the Service in accordance with these Terms, or if Customer do not agree with these Terms, Customer must not access or use the Service.
THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING CUSTOMER’S RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO CUSTOMER. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THE SITE AND THE SERVICE, INCLUDING THE SERVICE LEVEL AGREEMENT, DATA PROCESSING AGREEMENT, PRIVACY POLICY ANY OTHER TERMS OR POLICIES REFERENCED IN THESE TERMS. THESE TERMS INCLUDE DISPUTE RESOLUTION PROVISIONS THAT LIMIT CUSTOMER’S RIGHTS TO SUE MAGNIFY IN A COURT OF LAW AND TO BRING OR PARTICIPATE IN ANY CLASS OR GROUP PROCEEDING. THEY ALSO CONTAIN PROVISIONS THAT LIMIT MAGNIFY’S LIABILITY TO CUSTOMER.
The “Effective Date” of these Terms is the earlier of (a) the date on which Customer first access or use the Service, and (b) the date of the mutually signed applicable Order (as defined below).
Magnify may alter these Terms from time to time in accordance with Section 9 (Modifications) below.
1. ACCESS RIGHTS; RESTRICTIONS
1.1 Description of Service. Pursuant to these Terms, Magnify shall provide the Service as described on our website (www.magnify.io), applicable Order, and corresponding documentation (“Service”), unless otherwise agreed by the parties in writing. The “Order” means, whether available on Magnify’s website or otherwise, a Magnify order form. Magnify will provide the Service according to the applicable service level agreement (“SLA”), available at magnify.io/sla
1.2 Access. Subject to Customer’s ongoing compliance with these Terms, Magnify hereby agrees that, during the applicable term of an Order, Customer have the non-exclusive right to permit its employees, agents, contractors and service providers (“Permitted Users”) to access and use the Service.
1.3 Restrictions. Unless Magnify specifically agrees in writing, Customer will not, and will not enable or assist any third-party to, use the Service in any manner, directly or indirectly, in a manner that is not expressly authorized by these Terms, including expressly:
(a) Copy, rent, lease, sell, sublicense, or otherwise transfer Customer’s rights in the Service to a third party;
(b) Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Service;
(c) Use or access the Service for purposes of monitoring the availability, performance, or functionality of any of Magnify’s Services or for any other benchmarking or competitive purposes;
(d) Collect, cache, aggregate, or store data or content accessed via the Service other than for purposes allowed under these Terms. Customer may not share such data or content with third parties in any manner without Magnify’s prior written authorization;
(e) Use the Service for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code;
(f) Use the Service to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or to violate these Terms;
(g) Use the Service in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of Magnify’s servers or impacts the behavior of other applications using the Service;
(h) Display either the Service or Magnify Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between Customer or a third party and Magnify, other than as expressly permitted in writing by Magnify;
(i) Use the Service to (a) access or use any information not permitted by these Terms, to (b) circumvent or break any of Magnify’s administrative, technical or organizational security measures, (c) disrupt, impair, overburden or degrade the Service or Magnify Service, (d) change the Service or Magnify Service in any way, or (e) test the vulnerabilities of the Service or Service without Magnify’s written authorization;
(j) Duplicate or compete with Magnify’s core Services and/or Service including, without limitation, in connection with any application, website or other Service or service that also includes, features, endorses, or otherwise supports in any way a third party that provides Service competitive to Magnify’s Services and Service, as determined in our sole discretion. Customer agree that Magnify may offer Services or Service similar to Customer’s application in the future, and Customer will not have any rights to such Services or Service;
(k) Use any data collected from Customer’s use of Service for advertising purposes;
(l) Use the Service to collect Personal Information from or provide Service to End Users under the age of 18 years old or the age of majority in the jurisdiction where the End User resides.
1.4 Availability. The Service may be modified, updated, interrupted, suspended, or discontinued at any time. Magnify provide the Service from our locations in the United States. We make no representation that the Service is appropriate or available in other locations.
1.5 Ownership. Except for the rights expressly granted under this Section 1, Magnify reserves and retains all right, title, and interest in and to the Service, including any modifications and derivative works thereto, together with all data, analytics, processes, know how, metadata, and strategies used, derived, or employed in connection with the Services and Software.
1.6 Customer’s Data, Privacy, and Security
(a) In connection with the Service, Customer may provide Magnify certain electronic data or information, including Personal Data and account information which is transferred by Customer into the Service, or otherwise stored, created, processed or modified pursuant to these Terms (“Customer’s Data”). For the purposes of these Terms, “Personal Data” means and includes data that is defined as “Personal Data” under applicable EU or UK Data Protection Laws and to which EU Data Protection Laws apply and which is provided by Customer to Magnify or accessed, stored or otherwise processed by Magnify in connection with the Services.
(b) As between Magnify and Customer, all title and intellectual property rights in and to Customer’s Data is owned exclusively by Customer. In connection with the provision and performance of the Service, and in order to perform any mutually agreed disengagement Service, Customer hereby grant Magnify a worldwide, non-exclusive, non-transferable license, during the Term and during any period of disengagement services, to access, process, copy, archive, or store Customer’s Data solely for the purpose of (and only to the extent necessary for) provision of the Service and any disengagement services under these Terms.
(c) Magnify may collect, process and store contact information and related billing information (“Account Information”). Customer must provide complete and accurate Account Information and notify Magnify of any changes. By providing Account Information, Customer hereby consent that Customer and any Authorized Users on Customer’s account may receive email or other communications from Magnify. Customer hereby grant Magnify the necessary rights in order to process and store the Account Information. Subject to applicable confidentiality obligations, Magnify may use aggregated and de-identified versions of the Account Information for its internal business purposes only.
(d) Magnify operates a security assurance program governing the technical and organizational measures to ensure the security of Customer’s Data, details of which can be found at www.magnify.io/dpa
(e) To the extent that Magnify has access to, and processes, Customer’s Personal Information in the provision of the Service, Magnify shall comply with the Data Processing Agreement found here. With respect to any Personal Data obtained by Magnify as a controller, Magnify shall comply with the Magnify Privacy Policy at www.magnify.io/privacy-policy
1.7 Feedback. Customer may send us ideas, suggestions, or proposals (“Feedback”), but Customer agree that (i) Customer’s Feedback will not contain any third party confidential or proprietary information, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we have no obligation to review, consider, or implement the Feedback, or to return to Customer all or part of the Feedback, and (iv) Customer grants us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and Customer irrevocably waive, and cause to be waived, against Magnify and its users any claims and assertions of any moral rights contained in such Feedback.
1.8 Third Party Components. Customer acknowledge that the Service may include certain third-party components, including open-source software (OSS), and the use of the Service may be subject to and governed, in whole or in part, to certain third-party license terms. A list of then-current OSS utilized with the Service can be provided upon written request.
1.9 Development Accounts. In addition to allowing Serviceion access to the Service as described in Section 1.1 (Access), Magnify may offer free sandbox or development accounts for the Service ("Development Accounts"). Customer may use Development Accounts solely for internal evaluation of the Service to determine whether to place a paid Order, and not for Serviceion Access or any other purpose. In using Development Accounts, Customer must comply with Magnify's relevant documentation, policies, and instructions, including as relates to the data types and use cases eligible for Development Accounts. Magnify may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. Magnify may modify or disable Development Accounts (and delete related data submitted by Customer or provided by Magnify) without notice or liability to Customer. Magnify has no support obligations for Development Accounts. Subject to this paragraph, Development Accounts remain subject to the terms and conditions of these Terms.
2. PAYMENTS. Customer will pay Magnify for the Service as set forth in each Order entered into under these Terms (the “Payments”). Unless otherwise specified in an Order, Payments must be made within fifteen (15) days from the date of Magnify’s invoice. Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer will be responsible for all: (i) taxes associated with Service other than taxes based on Magnify’s net income; and (ii) Magnify’s costs of collection in the event of the Customer’s delinquent payment. Unless otherwise agreed in the applicable Order, all Payments made are non-refundable (unless required under applicable law), non-cancellable, and not subject to set-off. If Customer believes that Magnify has incorrectly billed Customer, Customer shall use reasonable endeavors to contact Magnify in writing within 60 days of the date of receipt of invoice for the charge in dispute, specifying the error. To the fullest extent permitted by applicable law, Customer waives any and all claims relating to the Fees unless Customer has properly notified Magnify of the dispute. The foregoing does not waive any of Customer’s rights with its credit card issuer or bank, which are subject to Customer’s agreement with such entity.
3. TERM; TERMINATION.
3.1 Term. Unless otherwise specified in the Order, (i) each Order will have a term of twelve (12) months (an “Initial Term”) beginning on the effective date of such Order; (ii) after the Initial Term, such Order will automatically renew for one (1) year periods (each a “Renewal Term”) unless either party provides the other party with at least sixty (60) days’ written notice prior to the end of the Initial Term or the Renewal Term; and (iii) Magnify may revise its rates for the following Renewal Term by providing Customer with at least thirty (30) days’ written notice prior to the end of the then-current Initial Term or Renewal Term.
3.2 Termination
(a) Either party may terminate these Terms, and any applicable Order(s), in the event the other party materially breaches the terms of these Terms or any Order and fails to cure such breach within ten (10) days from receipt of written notice thereof.
(b) Magnify may immediately suspend the Service in the event it determines or believes that (a) there is unauthorized access to the Service via Customer’s account, (b) continued provision of the Service may do material harm to Magnify or its networks or systems or reputation or subject Magnify to liability, or (c) Customer materially breached Section 1 or 2 of these Terms. For clarity, notice of termination for an Order shall not be construed to be notice of termination for these Terms or for any other Order.
(c) Upon termination of an Order, all rights granted to Customer with respect to such Order will terminate and Customer will make no further use of the terminated Service.
3.3 Suspension
(a) Magnify may, without limitation to any other rights or remedies, suspend this Agreement and/or Customer’s access to the Service: if: (a) Customer’s use of the Services is fraudulent; (b) Customer breaches applicable laws or regulations, (c) Customer’s use of the Service poses a security risk, or (d) Customer exposes Magnify or its partners to third party liability (subsections (a) through (d) collectively referred to as a “Suspension Event”).
(b) If a Suspension Event is due to Customer’s or an Authorized User’s negligence or act of omission, Magnify shall provide Customer with reasonable information in Magnify’s possession so that Customer may investigate the cause of the Suspension Event. Magnify shall reinstate Customer’s access promptly after Customer has remedied the Suspension Event due to negligence or act of omission, or demonstrated to Magnify’s reasonable satisfaction (Magnify acting reasonably) that Customer has taken commercially reasonable steps to minimize recurrence of that Suspension Event.
(c) If a Suspension Event is due to Customer’s or an Authorized User’s fraudulent use of the Services, breach of applicable laws or regulations, gross negligence or willful misconduct, Magnify shall have the right to terminate this Agreement and any applicable Order Schedule without any rights of Reinstatement.
4. CONFIDENTIALITY. During the term of these Terms, each party (a “Disclosing Party”) may disclose, under these Terms, the other party (a “Receiving Party”) with confidential and/or proprietary materials and information of the first party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under these Terms and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Service, all pricing information and terms of these Terms, are Confidential Information of Magnify. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under these Terms. The obligations in this Article 4 will not apply to the extent any information: (i) is made generally available to the public without breach of these Terms, (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under these Terms; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as these Terms and (b) all Feedback will be solely Magnify’s “Confidential Information.”
5. INDEMNIFICATION.
5.1 Customer Indemnification
Customer agrees to defend, indemnify, and hold Magnify, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “Magnify Entities”) harmless from and any claim, liability, loss, injury, damage, cost, or expense (including reasonable attorneys' fees) alleged or asserted by a third party (“Claims”), in connection with: (a) Customer’s access and use of the Service; (b) Customer’s violation of these Terms; (d) breach of applicable law; or (d) the infringement by Customer, Permitted Users, or any authorized third party, of any intellectual property or other right of any person or entity, including the data, content, services or Services used in connection with the Services. Magnify reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify us if Customer is not responsive to Customer’s obligations hereunder, and Customer agrees to cooperate with our defense of these claims. Customer agrees not to settle any indemnifiable matter without the prior written consent of Magnify. We will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
5.1.1 Magnify Indemnification
Magnify agrees to defend, indemnify, and hold Customer, its parents, subsidiaries, affiliates, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “Customer Entities”) harmless from and against any Claims, in connection with: (a) a breach by Magnify of its Confidentiality obligations set forth in Section 4; (b) a breach by Magnify of applicable law; or (c) Magnify’s gross negligence or willful misconduct in the performance of its obligations.
5.2 Third Part Intellectual Property Claim
(a) Third Party Intellectual Property Claim. In the event that the Service or any part thereof becomes the subject of a claim for which Customer has rights under Section 5.2, Magnify shall, at its discretion and sole expense: (i) procure for Customer the right to continue to use the Service as contemplated by this Agreement; (ii) modify the Service or portion thereof that is alleged to be infringing, so that they no longer infringe, wrongfully use or misappropriate the third-party intellectual property rights; or (iii) replace or modify the applicable Service or portion thereof, that are alleged to be infringing, with a replacement that is non-infringing and non-misappropriating, provided that the replacement or modified Services are not less than equivalent in performance and all other material characteristics to the Service being replaced, and are otherwise reasonably satisfactory to Customer. If Magnify reasonably determines that none of (i), (ii) or (iii) are not available, Magnify shall give written notice to Customer of such determination, and in no case later than thirty (30) days after Magnify makes the above determination, refund to Customer the amounts paid to Magnify by Customer under this Agreement for the infringing Service, less an amount for Customer’s use of the Service or Deliverable up to the time of return, being an amortization of the amounts paid over a 12 month period. Upon receipt of such notice, Customer: (i) shall immediately cease any further use of the Services or Deliverables; and (ii) has the right, in its sole discretion, to immediately terminate this Agreement.
(b) Intellectual Property Indemnification. Magnify shall defend, indemnify and hold harmless Customer Entities against any injury, damage, liability, loss, penalty, interest and expense incurred (including reasonable attorneys’ fees) arising out of Claims resulting from any infringement or alleged infringement of any patent issued under the laws of the United States and Canada on the date of delivery of the Services or a copyright, trade secret on the Services or Deliverables, or any portion thereof, provided pursuant to the terms of this Agreement. Provided, however, that such indemnification will not apply to any claims that arise out of or result from any infringement claim made by any third party based upon the Service or any component or portion thereof: (a) that is not developed by Magnify, or developed other than with Magnify’s knowledge or authorization; (b) that is made in whole or in part in accordance with Customer’s designs, specifications or instructions, other than by Magnify or with Magnify’s knowledge or authorization; (c) that is combined with other products, processes or materials of Customer or any third party where the alleged infringement relates to such combination, other than a combination by Magnify, or with Magnify’s knowledge or authorization; or (d) to the extent Customer continues allegedly infringing activity after being notified thereof or fails to implement a more current release made available to Customer that would prevent or avoid the alleged infringement without significant loss of performance or functionality. The foregoing remedies in this Section 5.3(b) constitute Customer’s sole and exclusive remedies, and Magnify’s entire liability, with respect to infringement claims by third parties.
5.2 Indemnification Procedure.
As a condition precedent to the indemnification obligations set forth above, the indemnified Party shall, upon learning of any Claims subject to the obligations set forth in this Section 6: (i) notify the other Party promptly in writing upon knowledge of any claim for which it may be entitled to indemnification under this Agreement; (ii) permit indemnifying Party to have the sole right to control the defense and settlement of any such lawsuit, provided the indemnifying Party shall not, in such event, engage in the defense or settlement of any such Claim(s) without the indemnified Party’s prior, written consent; and (iii) provide reasonable assistance to the indemnifying Party, at indemnifying Party’s expense, in the defense of such lawsuit.
6. WARRANTY; DISCLAIMER. THE SERVICE IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER MAGNIFY NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICE IS FREE FROM DEFECTS. MAGNIFY DOES NOT MAKE ANY WARRANTY AS TO THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE SERVICE. CUSTOMER, IF AN INDIVIDUAL, MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
7. LIMITATION OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE MAGNIFY ENTITIES TO CUSTOMER. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS CUSTOMER MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, CUSTOMER REPRESENT THAT CUSTOMER HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. CUSTOMER IS GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
7.1 EXCLUSION OF CERTAIN DAMAGES.
WITH THE EXCEPTION OF INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5.2(A) AND SECTION 5.3(B) RESPECTIVELY, CUSTOMER AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAGNIFY ENTITIES SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OR LIABILITIES ARISING OUT OF OR RELATED TO THE SUBSCRIPTION AGREEMENT, INCLUDING THESE TERMS, OR THE PROVISION OR USE OF THE SERVICE, WHETHER SUCH DAMAGES OR LIABILIES ARE ACTUALLY OR ALLEGEDLY BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, AND EVEN IF THE RESPECTIVE PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 LIABILITY CAP.
WITH THE EXCEPTION OF MAGNIFY’S INDEMNIFICATION OBLIGATIONS, MAGNIFY ENTITIES’ MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO THE MAGNIFY ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
8. DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY AS IT SIGNIFICANTLY AFFECTS CUSTOMER’S LEGAL RIGHTS, INCLUDING CUSTOMER’S RIGHT TO FILE A LAWSUIT IN COURT. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS CUSTOMER MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, OR BY PURCHASING SERVICES ON THE SITE, CUSTOMER REPRESENT THAT CUSTOMER HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. CUSTOMER IS GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
8.1 Initial Dispute Resolution. If a dispute arises between Customer and Magnify pertaining to these Terms and Customer’s use of the Service, the party raising the dispute must notify the other party in writing, or in Customer’s case, Customer may notify Magnify through its customer service and support features in the Service. For a period of at least forty-five (45) days following such notification, we will use good faith efforts to settle such dispute, which shall be a condition to either party initiating binding arbitration.
8.2 Binding Arbitration. If the parties do not reach a resolution to a dispute after at least forty-five (45) days of good faith efforts with Magnify’s customer service, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or Customer’s use of the Service, shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the “AAA”), excluding any rules or procedures governing or permitting class actions. Any arbitration hereunder will be held exclusively in the State of California, United States. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
8.3 No Class Action. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. CUSTOMER AND MAGNIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER’S OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
8.4 Access to Courts. The parties understand that, absent the mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may bring an action in U.S. state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights) or otherwise seek injunctive relief. For any dispute not subject to arbitration, Customer and Magnify agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the state of Washington, United States. Customer further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
8.5 Controlling Law. These Terms and any action related thereto, including arbitration, will be governed by the laws of the State of Washington without regard to its conflict of law provisions to the contrary.
9. MODIFICATION OF TERMS. These Terms may be revised periodically by our posting of an updated version on our website. Customer is responsible for checking these Terms regularly to stay informed about changes. By continuing to use the Service after an updated version of the Terms is posted, Customer agree to be bound by the updated Terms in connection with Customer’s continued use of the Service. Except as otherwise stated, any changes will be effective immediately upon publication of an updated version of the Terms as indicated herein. With respect to changes to the Service, Customer may be required to click to accept or otherwise agree to the modified Terms in order to continue accessing or using the Service, and in any event continued access or use of the Service after the modified version of these Terms goes into effect will constitute Customer’s acceptance of such modified version.
10. 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 and enforceable. These Terms is not assignable or transferable by Customer except with Magnify’s prior written consent; provided, however, that Customer may, upon prior written notice to Magnify, transfer and assign its rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which these Terms relates. If such a transfer or assignment is made in favor of a direct competitor of Magnify, then Magnify may terminate these Terms upon written notice to Customer. Magnify may freely assign these Terms. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Customer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Customer’s use of the Services. In particular, but without limitation, the Services may not, in violation of any laws, be exported or re-exported: (1) into any U.S. embargoed country; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of any such country or on any such list. No agency, partnership, joint venture, or employment is created as a result of these Terms. Any notices in connection with these Terms will be in writing and sent by first class mail, confirmed electronic communication, or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Magnify if sent to Customer’s account email address. Any delay in or failure of performance by either party under these Terms will not be considered a breach of these Terms and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, governmental actions and requirements, and the acts and omissions of Magnify’s data suppliers. During the term of these Terms, (a) Customer agree to participate in case studies and other similar marketing efforts reasonably requested by Magnify; (b) Magnify may disclose that Customer is a Magnify customer to third parties; and (c) Magnify may include on and in Magnify’s website, case studies, marketing materials, and conference presentations and other speaking opportunities, Customer’s testimonials and other feedback regarding the Service, name, website URL, use case, and logo and other marks. Upon request from Customer, Magnify will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials.
The parties referred to in this Agreement shall be defined as follows:
Date Updated: May 14, 2025