Terms & Conditions

1. INTRODUCTION

LEGAL NOTICE: ACCESSING THIS WEBSITE OR VIEWING ANY OF ITS CONTENTS SHALL CONSTITUTEYOUR AGREEMENT WITH THE TERMS AND CONDITIONS BELOW.

These Terms of Use (“Terms of Use”) describe the terms and conditions applicable to your (“your”, “you”)access and use of Magwitch.io (“Website”) and other online and mobile services and applications belongingto Magwitch LLC, “Magwitch” (“Company”) or that link to or post these Terms of Use, and to your use of any Companyproducts, software, and/or services provided to you on, from, or through the Website (collectively, “OnlineServices”). The Online Services are owned, operated, and controlled by Company (also defined as “we”,“us”, or “our”).

By visiting or using the Online Services, you signify your agreement to (1) these Terms of Use, and (2)Company’s Privacy Policy, found on the Website and incorporated herein by reference. YOUR USE OF THEONLINE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTING AND AGREEING TO THESE TERMSOF USE. IF THESE TERMS OF USE ARE NOT COMPLETELY ACCEPTABLE TO YOU, YOU MUST IMMEDIATELYTERMINATE YOUR USE OF THE ONLINE SERVICES.

Company may, at any time, for any reason, and without notice, make changes to (i) the Online Services,including their look, feel, format, and content, as well as (ii) the products and/or services as described inthe Online Services. Any modifications will take effect when posted. Therefore, each time you access theOnline Services, you need to review the Legal Terms upon which access and use of these Online Servicesis conditioned. By your continuing use of the Online Services after changes are posted, you will be deemedto have accepted such changes.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATIONSECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BYBINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTIONLAWSUIT OR CLASS-WIDE ARBITRATION.

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. COPYRIGHT AND LIMITATIONS ON USE

The Online Services are protected by copyright as a collective work and/or compilation, pursuant to U.S.copyright laws, international conventions, and other laws. Unless otherwise indicated, all content, includingbut not limited to graphic images, buttons, layout, trademarks, service marks, logos, text, and othermaterials contained in the Online Services (“Content”) are the exclusive property of Company or its third party licensors. Except as expressly provided under this Section, you may not use, reproduce, modify,transmit, distribute, or publicly display or operate the Online Services or a portion thereof without the priorwritten permission of Company.

You are only authorized to view, use, copy for your records, and download small portions of the Content(including without limitation text, graphics, software, audio and video files, and photos) for yourinformational, non-commercial use, provided that you leave all the copyright notices, including copyrightmanagement information, or other proprietary notices intact. You may not store, modify, reproduce,transmit, reverse engineer, or distribute a significant portion of the Content on the Online Services, or thedesign or layout of the Online Services or individual sections of it, in any form or media. The systematicretrieval of data from the Online Services is also prohibited.The commercial use, reproduction, transmission, or distribution of any information, software, or othermaterial available through the Online Services without the prior written consent of Company is strictlyprohibited.

3. YOUR CONTENT AND CONDUCT

E-mail submissions over the Internet may not be secure and are subject to the risk of interception by thirdparties. Please consider this fact before e-mailing any information. You agree not to submit or transmit anye-mails or materials through the Online Services that (i) are defamatory, threatening, obscene, or harassing,(ii) contain a virus, worm, Trojan horse, or any other harmful component, (iii) incorporate copyrighted orother proprietary material of any third party without that party’s permission, or (iv) otherwise violate anyapplicable laws. Company shall not be subject to any obligations of confidentiality regarding any informationor materials that you submit online except as specified in these Terms of Use, or as set forth in anyadditional terms and conditions relating to specific products or services, or as otherwise specifically agreedor required by law.

You also specifically acknowledge and agree that:

1. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (asdefined below) or any non-public or personally identifiable information about another User or anyother person or entity without their express prior written consent.
2. You will not use the Online Services in a manner (as determined by Company in its sole andabsolute discretion) that:
• Is illegal, or promotes or encourages illegal activity;
• Promotes, encourages, or engages in any spam or other unsolicited bulk email, orcomputer or network hacking or cracking;
• Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes orfacilitates prostitution and/or sex trafficking;
• Infringes on the intellectual property rights of another User or any other person or entity;
• Violates the privacy or publicity rights of another User or any other person or entity, orbreaches any duty of confidentiality that you owe to another User or any other person orentity;
• Interferes with the operation of the Online Services;
• Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programsdesigned to, or capable of, disrupting, damaging, or limiting the functionality of anysoftware or hardware; or
• Contains false or deceptive language, or unsubstantiated or comparative claims, regardingCompany or Company’s Services.
3. You will not perform any false, abusive, or fraudulent activity. You will not perform any action thatimposes, or may impose, in our discretion, an unreasonable or disproportionately large load onour infrastructure;
4. You will not modify or alter any part of the Online Services or any of its related technologies.e.
5. You will not access Content or User Content through any technology or means other than throughthe Online Services, or as Company may designate.
6. You will not re-sell or provide the Online Services for a commercial purpose, including any ofCompany’s related technologies, without Company’s express prior written consent.
7. Company may call you about your account and that, for the purposes of any such call(s), you maybe subject to call recording and hereby consent to the same, subject to any applicable laws andour restrictions and obligations thereunder, including, where permissible, to record the entiretyof such calls regardless of whether Company asks you on any particular call for consent to recordsuch call. You further acknowledge and agree that, to the extent permitted by applicable law, anysuch recording(s) may be submitted as evidence in any legal proceeding in which Company is aparty.
8. If your purchase or account activity shows signs of fraud, abuse, or suspicious activity, Companymay cancel any service associated with your name, company, email address, or account andclose any associated accounts. If you conduct any fraudulent activity, Company reserves the rightto take any necessary legal action and you may be liable for monetary losses to Companyincluding litigation costs and damages. To contest cancellation of Services or freezing or closureof an account, please contact Company.

All Users agree to not:

1. transmit, post, distribute, store, or destroy material, including without limitation Content, inviolation of any applicable law or regulation, including but not limited to laws or regulationsgoverning the collection, processing, or transfer of personal information, or in breach of Company’sprivacy policy;
2. take any action that imposes an unreasonable or disproportionately large load on the Website’sinfrastructure;
3. use any device to navigate or search the Website other than the tools available on the Webite,generally available third-party web browsers, or other tools approved by Company;
4. use any data mining, robots, or similar data gathering or extraction methods;
5. violate or attempt to violate the security of the Website including attempting to probe, scan, ortest the vulnerability of a system or network or to breach security or authentication measureswithout proper authorization;
6. forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroupposting;
7. reverse engineer or decompile any parts of the Website;
8. aggregate, copy or duplicate in any manner any of the Content or information available from theWebsite, other than as permitted by these Terms;
9. frame or link to any Content or information available from the Website, unless permitted by these Terms of Use;
10. post any content or material that promotes or endorses false or misleading information or illegalactivities, or endorses or provides instructional information about illegal activities or other activitiesprohibited by these Terms of Use, such as making or buying illegal weapons, violating someone’sprivacy, providing, or creating computer viruses, or pirating media;
11. harass, incite harassment, or advocate harassment of any group, company, or individual;
12. attempt to interfere with service to any User, host, or network, including, without limitation, viameans of submitting a virus to the Website, overloading, “flooding”, “spamming”, “mailbombing” or“crashing”; or
13. use the Online Services for any unlawful purpose or any illegal activity, or post or submit anycontent, resume, or job ad that is defamatory, libelous, implicitly or explicitly offensive, vulgar,obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely tocause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to anyperson or include any links to pornographic, indecent or sexually explicit material of any kind, asdetermined solely in Company’s discretion.

Violations of system or network security may result in civil and/or criminal liability. Company willinvestigate occurrences which may involve such violations and may involve, and cooperate with,law enforcement authorities in prosecuting Users who are involved in such violations.The Online Services may allow you to communicate with others through message boards and otherfeatures. When your account is used to submit, post, or add content to the services, you agree to acceptsole responsibility for, and assume liability associated with, such content, including the information,statements, facts, and material contained in any form or medium. By submitting or posting content to orthrough the Online Services, you agree to grant, and hereby grant, Company a worldwide, royalty free,perpetual, irrevocable, non-exclusive, and freely sublicensable right and license to use, reproduce, modify,adapt, publish, translate, create derivative works from, distribute, perform, and display such contentanywhere, for any purpose, in any form or medium now known or hereafter developed. Company reservesthe right to review, edit, refuse to post, or to remove any of your content, in whole or in part, at any time.

4. MOBILE SERVICES

If you access the Online Services through a mobile device, you agree that information about your use of theOnline Services through your mobile device and carrier may be communicated to us, including but notlimited to your mobile carrier, your mobile device, or your physical location. In addition, use of the OnlineServices through a mobile device may cause data to be displayed on and through your mobile device. Byaccessing the Online Services using a mobile device, you represent that to the extent you import any of yourdata to your mobile device that you have authority to share the transferred data with your mobile carrier orother access provider. In the event you change or deactivate your mobile account, you must promptlyupdate your account information to ensure that your messages are not sent to the person that acquiresyour old number and failure to do so is your responsibility. you acknowledge You are responsible for allcharges and necessary permissions related to accessing the Online Services through your mobile accessprovider. Therefore, you should check with your provider to find out if the Online Services are available andthe terms for these services for your specific mobile devices.

By using any downloadable application to enable your use of the Online Services, you are explicitlyconfirming your acceptance of the terms of the End User License Agreement associated with the Applicationprovided at download or installation, or as may be updated from time to time.

5. TERMINATION

Company may terminate the right of any user to access the Online Services at any time, with or withoutcause, in Company’s absolute discretion and without notice. Any statement in the Terms of Use orelsewhere on the Online Services of specific grounds for termination of a user’s right to access the OnlineServices shall in no manner limit Company’s absolute right to terminate any User’s access to the OnlineServices.

6. LINKS

Company offers links to other web sites operated by other entities as a convenience to you in the belief thatmaking hyperlinks available to publicly accessible web pages and newsgroups is legally permissible andconsistent with the common, customary expectations of those who make use of the Internet. Companymakes no representation regarding the content or accuracy of any web site that you may access throughthe Online Services. Company does not monitor and is not responsible for the content found on other websites that are linked from the Online Services. Inclusion of these links on the Online Services does not implyendorsement, recommendation, or sponsorship for any linked web site or the services, products, or advicedescribed on the site. Accordingly, Company assumes no responsibility or liability for the content of anylinked sites. Before entering any linked site, you should review and understand that site’s privacy policy.

You may not link to the Online Services without Company’s written permission.

7. NO WARRANTIES

THE ONLINE SERVICES AND ANY CONTENT ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASISWITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOTLIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,QUIET ENJOYMENT, SYSTEMS INTEGRATION, ACCURACY, AND NON-INFRINGEMENT, ALL OF WHICHCOMPANY EXPRESSLY DISCLAIMS. COMPANY DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THEACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND COMPANY WILL NOT BELIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE ONLINE SERVICESOR ANY CONTENT. WE HAVE NO DUTY TO UPDATE THE CONTENT OF THE ONLINE SERVICES. COMPANYMAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE CONTENT WILL BE UNINTERRUPTEDOR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSINGTHE ONLINE SERVICES AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TOENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN IS FREE OF VIRUSESOR ANY OTHER HARMFUL COMPONENTS. THIS WARRANTY DISCLAIMER MAY BE DIFFERENT INCONNECTION WITH SPECIFIC PRODUCTS AND SERVICES OFFERED BY COMPANY. SOME STATES DO NOTALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TOYOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

8. LIMITATION OF LIABILITY

YOUR USE OF THE CONTENT IS AT YOUR OWN RISK. COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY,WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT,INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANYWAY CONNECTED WITH ACCESS TO, USE OF, OR RELIANCE ON THE CONTENT (EVEN IF COMPANY HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OROMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, ANY FAILURE OFPERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION ORTRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT ORDESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS, ORFILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE ONLINE SERVICES OR VIRUSES,WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONSFAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE ONLINE SERVICES OR THECONTENT. THIS LIMITATION OF LIABILITY MAY BE DIFFERENT IN CONNECTION WITH SPECIFIC PRODUCTSAND SERVICES OFFERED BY COMPANY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OFLIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGEAND AGREE THAT IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY EXCEED $1,000.00 U.S.DOLLARS.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW ANDSHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE ONLINESERVICES.

9. INDEMNIFICATION

You agree to indemnify and hold harmless Company and our subsidiaries, affiliates, directors, officers,agents, licensors, or other partners and employees, from and against all liabilities, claims, and expenses,including reasonable attorneys’ fees, made by any third party due to or arising out of any content that yousubmit, post, or transmit to or through the Online Services, your use of the Online Services, your violationof these Terms of Use, or your violation of any rights of another.

10. ARBITRATION

Except as regarding any action seeking equitable relief, including without limitation for the purpose ofprotecting any Company confidential information and/or intellectual property rights, any controversy orclaim arising out of or relating to these Terms of Use or the Online Services shall be settled by bindingarbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin,of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individualbasis and shall not be consolidated in any arbitration with any claim or controversy of any other party. Thearbitration shall be held in the city and state of Company’s principle office.

All information relating to or disclosed by any party in connection with the arbitration of any disputeshereunder shall be treated by the Parties, their representatives, and the arbitrator as proprietary businessinformation. Such information shall not be disclosed by any party or their respective representatives withoutthe prior written authorization of the party furnishing such information. Such information shall not bedisclosed by the arbitrator without the prior written authorization of all Parties. Each Party shall bear theburden of its own counsel fees incurred in connection with any arbitration proceedings.Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction overthe parties or their assets or application of enforcement, as the case may be. Any award by the arbitratorshall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial reviewof the arbitrator’s decision and any award contained therein.

11. GOVERNING LAW, LOCATION AND MISCELLANEOUS

These Terms of Use shall be governed in all respects by the laws of the State of Company’s principle office,without reference to its choice of law rules. If an applicable law is in conflict with any part of the Terms ofUse, the Terms of Use will be deemed modified to conform to the law. The other provisions will not beaffected by any such modification.

The Online Services are operated by Magwitch, LLC.

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned byyou, but may be assigned by Company without restriction.

12. SEPARATE AGREEMENTS

You may have other agreements with Company. Those agreements are separate and in addition to theseTerms of Use. These Terms of Use do not modify, revise, or amend the terms of any other agreements youmay have with Company. In the event of a conflict between the provisions of another agreement and theseTerms of Use, the provisions of the applicable agreement shall control.

13. BETA SERVICES

From time to time, Company may offer new services (limited preview services or new features to existingservices) in a pre-release version. New services, new features to existing Online Services or limited previewservices shall be known, individually and collectively, as “Beta Services”. If you elect to use any BetaService, then your use of the Beta Services is subject to the following terms and conditions: (i) Youacknowledge and agree that the Beta Services are pre-release versions and may not work properly; (ii) Youacknowledge and agree that your use of the Beta Services may expose you to unusual risks of operationalfailures; (iii) The Beta Services are provided as-is, so we do not recommend using them in production ormission critical environments; (iv) Company reserves the right to modify, change, or discontinue any aspectof the Beta Services at any time; (v) Commercially released versions of the Beta Services may changesubstantially, and programs that use or run with the Beta Services may not work with the commerciallyreleased versions or subsequent releases; (vi) Company may limit availability of customer service supporttime dedicated to support of the Beta Services; (vii) You acknowledge and agree to provide prompt feedbackregarding your experience with the Beta Services in a form reasonably requested by us, includinginformation necessary to enable us to duplicate errors or problems you experience; (viii) You acknowledgeand agree that Company may track your browsing behavior, links clicked, your device type, and collectvarious data, including analytics, about how you use and interact with our Beta Services; (ix) Youacknowledge and agree that all information regarding your use of the Beta Services, including yourexperience with and opinions regarding the Beta Services, is confidential, and may not be disclosed to athird party or used for any purpose other than providing feedback to Company; (x) The Beta Services areprovided “as is”, “as available”, and “with all faults”.

You acknowledge and agree that we may use your feedback for any purpose, including productdevelopment purposes. At our request you will provide us with comments that we may use publicly for pressmaterials and marketing collateral. Any intellectual property inherent in your feedback or arising from youruse of the Beta Services shall be owned exclusively by Company. To the fullest extent permitted by law,Company disclaims any and all warranties, statutory, express, or implied, with respect to the Beta Servicesincluding, but not limited to, any implied warranties of title, merchantability, fitness for a particular purposeand non-infringement.

14. ADDITIONAL RESERVATION OF RIGHTS

Company expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (orcontrol of) any Account or Services (including the right to cancel or transfer any domain name registration)for any reason (as determined by Company in its sole and absolute discretion), including but not limited tothe following: (i) to correct mistakes made by Company in offering or delivering any Online Services, (ii) toassist with our fraud and abuse detection and prevention efforts, (iii) to comply with court orders againstyou with applicable local, state, national and international laws, rules and regulations, (iv) to comply withrequests of law enforcement, including subpoena requests, (v) to comply with any dispute resolutionprocess, (vi) to defend any legal action or threatened legal action without consideration for whether suchlegal action or threatened legal action is eventually determined to be with or without merit, (vii) to avoid anycivil or criminal liability on the part of Company, its officers, directors, employees and agents, as well asCompany’s affiliates, including, but not limited to, instances where you have sued or threatened to sueCompany, or (viii) to respond to an excessive amount of complaints related in any way to your Account thatcould result in damage to Company’s business, operations, reputation or shareholders.Company expressly reserves the right to terminate, without notice to you, any and all Online Services where,in Company’s sole discretion, you are harassing or threatening Company and/or any of Company’semployees.

15. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respectiveheirs, successors, and assigns.

16. ENGLISH LANGUAGE CONTROLS

These Terms of Use are executed in the English language. To the extent any translation is provided to you,it is provided for convenience purposes only, and in the event of any conflict between the English andtranslated version, where permitted by law, the English version will control and prevail. Where the translatedversion is required to be provided to you and is to be considered binding by law (i) both language versionsshall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and thatthey are substantially the same in all material respects, and (iii) in the event of any discrepancy betweenthese two versions, the translated version may prevail, provided that the intent of the Parties has been fullytaken into consideration