Legal

Magic labs, Inc. ("Magic" "we" and "us") welcomes you. We
invite you to access and use our website located at
https://magic.link (the "Website"), and our products, services
and applications (the "Services") that are made available to you
through our Website and other platforms, subject to the following terms
and conditions (the "Terms"). These Terms are a binding contract
between you and Magic. By accessing and using the Website and/or the
Services, you acknowledge that you have read, understood, and agree to
be legally bound by these Terms and our Privacy Policy (the "Privacy
Policy"), which is hereby incorporated into these Terms and made a
part hereof by reference (collectively, the "Agreement"). If you do
not agree to any of the terms in the Agreement, you may not access or
use the Website and/or the Services.

If you're agreeing to these Terms on behalf of an organization or
entity, you represent and warrant that you are authorized to agree to
these Terms on that organization or entity's behalf and bind them to
these Terms (in which case, the references to "you" and "your"
in these Terms, except for in this sentence, refer to that organization
or entity.).

In addition, if you are a developer, then your access to and use of our
API and/or SDK shall be governed by the Developer API & SDK License
Agreement. If there is a conflict between these Terms and the terms and
conditions of the Developer API & SDK License Agreement, the terms and
conditions of the Developer API & SDK License Agreement will take
precedence with respect to your use of or access to the API and/or SDK.

THE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND
THAT DISPUTES ARISING UNDER THESE TERMS SHALL BE SETTLED IN BINDING
ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS
AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY OR
PARTICIPATION IN A CLASS ACTION LAWSUIT OR A JURY TRIAL.

Capitalized terms not defined in these Terms of Service shall have the
meaning set forth in our Privacy Policy.

If you have any questions, comments, or concerns regarding these terms
or the Services, please contact us at <legal@magic.link>.

Will these Terms ever change?

We are constantly trying to improve our Services, so we may need to
change these Terms along with the Services. We reserve the right to
change the Terms at any time, with or without notice to you. If we
modify the Terms, we will post the modification on the Website and the
Services. By continuing to access or use the Website and/or the Services
after we have posted a modification on the Website and the Services, you
are indicating that you agree to be bound by the modified Agreement. If
the modified Agreement is not acceptable to you, your only recourse is
to cease using the Site and the Services.

We may suspend or discontinue any part of the Services, or we may
introduce new features or impose limits on certain features or restrict
access to parts or all of the Services. We reserve the right to remove
any Content (defined below) from the Services at any time, for any
reason in our sole discretion, and without notice.

You will only use the Services for your own internal, personal use, and
not on behalf of or for the benefit of any third party, and only in a
manner that complies with all laws that apply to you. If your use of the
Services is prohibited by applicable laws or regulations, then you
aren't authorized to use the Services. If permits and licenses are
required for you to use the Services, you must first obtain those prior
to such use. We can't and won't be responsible for your using the
Services in a way that breaks the law or regulations.

What about my privacy?

Magic takes the privacy of its users very seriously. For the current
[Magic User Privacy Policy, please
click here](https://magic.link/legal/privacy-policy).

What are the basics of using Magic?

The Services enable passwordless authentication and login functionality
for various sites and applications whose developers have implemented our
software ("Developer Apps"). If the developer has integrated with our
Magic software, you will have to create a separate account to login to
each Developer App and your account on each Developer App is managed by
the developer of the applicable Developer App. Magic has no control or
access to your accounts on the Developer Apps and is not responsible or
liable for your accounts and/or the use or misuse of your accounts.
However, if the developer has integrated with our Magic Connect
software, you will have to create only one administrative user account
which you can use to access all the Developer Apps. The administrative
user account is administered and managed by Magic and not by the
individual developers of the Developer Apps.

You can find a description of our Service options on our website, and we
will explain additional Service options that are available to you from
time-to-time. Certain Service options are provided to you
free-of-charge, but we reserve the right to charge for certain or all
Services in the future. We will notify you before any Services you are
then using begin carrying a fee, and if you wish to continue using such
Services, you must pay all applicable fees for such Services.

As part of our Services, you may directly or indirectly create a digital
wallet that can store and transfer certain supported Virtual Currency
(defined below) (your "Wallet"). In order to use Magic's Services
and create a Wallet, you will be required to (1) provide your phone
number or email address and (2) access a link or pin code Magic sends to
you in order to access your Wallet ("Magic Link") in order to allow
you to initiate a transfer of Virtual Currency from your Wallet, as
described further below. Magic uses your phone number or email to create
an account linked to your Wallet. You shall not provide us with another
person's phone number or email address. Magic also offers two-factor
authentication as an added security measure, and if you choose to
participate, you may need to provide additional information. If you do
not backup your two-factor authentication, you may be unable to access
your account or your Wallet and we will be unable to assist you, so
please make sure to follow any instructions associated with enabling
two-factor authentication.

When you create a Wallet with Magic, a cryptographic private and public
key pair is generated. The private and public key pair together evidence
ownership/possession of a specific amount of supported Virtual Currency
in that Wallet which enables you to send and receive Virtual Currency
via the relevant Blockchain (as defined below) network. The public key
is visible to all participants in a Blockchain's network. The private
key must be used to transact the Virtual Currency represented by the
corresponding public key. Magic does not store your private key in its
database and will never request your private key. Magic utilizes AWS'
data center capacity using Hardware Security Modules and its own
proprietary technology to encrypt your private key in a process designed
to help ensure its security and confidentiality while ensuring that you
remain in control of your Wallet and private key. Once your private key
is encrypted, Magic's proprietary software enables you to initiate a
transfer of Virtual Currency using your phone number instead of your
private key as further described below. You may also choose to export
your private key to initiate a transfer of Virtual Currency using
another software platform or dashboard. Please note, if you choose to
export your private key to your Wallet, you will be solely responsible
for maintaining the security of that private key and your Wallet.

When you request to make a transfer of Virtual Currency, in order to
initiate such transfer you will be required to request Magic to send a
Magic Link to your phone number or email address which you will insert
to initiate such transfer (each of the foregoing, the "**Transfer
Initiation**"). If you have two-factor authentication enabled, you may
also be required to take additional steps. You may only initiate a
transfer using Magic's Services after our servers have confirmed receipt
of a valid Transfer Initiation. Magic is entitled to rely on the
Transfer Initiation and has no duty to inquire into or investigate the
validity or accuracy of any Transfer Initiation, though it may, at its
sole discretion, inquire into or investigate such Transfer Initiation.
You will be responsible for keeping your phone and email address secure
and for any activity associated with your phone and your Wallet. Magic
will not be responsible if someone else accesses your phone and
authorizes a transaction upon receipt of the security code. You should
let Magic know immediately if your phone has been stolen or otherwise
compromised.

Magic cannot access raw private key information for you, and we cannot
unilaterally initiate a transfer of Virtual Currency or otherwise access
your Virtual Currency. We are not your brokers, intermediaries, agents,
advisors, or custodians, and we do not have a fiduciary relationship or
obligation to you regarding any other decisions or activities that you
effect when using your Wallet or our Services. We are not responsible
for any activities that you engage in when using your Wallet, and you
should understand the risks associated with Virtual Currency described
more fully below. You are solely responsible for any and all Transfer
Initiations that are initiated through your Wallet and we make no, and
hereby disclaim all, representations, warranties, claims and assurances
as to any Transfer Initiations.

"Virtual Currency" refers to cryptocurrency, digital currency,
digital assets, cryptoassets or other such similar term describing, for
example, Ethereum, but does not include a derivative of a virtual
currency or a security. Virtual Currency is evidenced on, and can be
electronically transferred using, a Blockchain.

"Blockchain" refers to a distributed ledger, maintained by a network
of computers, that records all transactions of Virtual Currency in
theoretically unchangeable data packages known as blocks, each of which
are timestamped to reference the previous block, so that the blocks are
linked in a chain that evidences the entire history of transactions of
the Virtual Currency.

Your use of the Services is subject to the following additional
restrictions:

You represent, warrant, and agree that you will not use the Services or
interact with the Services in a manner that:

• Infringes or violates the intellectual property rights or any other
  rights of anyone else (including Magic);
  
• Violates any law or regulation, including, without limitation, any
  ⁠applicable export control laws and sanctions laws, including
  restrictions thaprohibit access or use of products or services
  (i) in a country where the U.S. maintains an embargo (including
  Cuba, Iran, North Korea, Syria and the Crimea region, the Donetsk
  People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) of
  Ukraine) (“Embargoed Countries”); (ii) by any resident, national, or
  entity established under the laws of any Embargoed Countries; (iii)
  by any party that is on any list of prohibited or restricted parties
  maintained by the U.S. Government or other applicable jurisdictions,
  including but not limited to Office of Foreign Asset Control’s (OFAC)
  Specially Designated Nationals and Blocked Persons List, or other
  OFAC Lists or Directives, the Entity, Denied Persons, Military End User,
  and Unverified Lists maintained by the U.S. Department of Commerce,
  and the UN Security Council Consolidated List; (iv) by any party that
  is owned or controlled by any such restricted or prohibited party; or
  (v) for the commission of any financial crime or for any illicit purpose;
  
• Is harmful, fraudulent, deceptive, threatening, harassing,
  defamatory, obscene, or otherwise objectionable;
  
• Jeopardizes the security of your Magic account or anyone else's
  (such as allowing someone else to log in to the Services as you);
  
• Attempts, in any manner, to obtain the password, account, or other
  security information from any other user;
  
• Violates the security of any computer network, or cracks any
  passwords or security encryption codes;
  
• Decompiles, reverse engineers, or otherwise attempts to obtain the
  source code or underlying ideas or information of or relating to the
  Services; or
  
• Attempts to access another user's account, Wallet or private key or
  credentials on any third-party services that provide access to
  another user's account, Wallet or private key.
  

A violation of any of the foregoing is grounds for termination of your
right to use or access the Services.

Your Responsibilities and Assumption of Risk Associated with Virtual
Currency and Your Wallet

In order to be successfully completed, any Virtual Currency transaction
created with or sent to your Wallet must be confirmed and recorded in a
Blockchain associated with the relevant Virtual Currency. Magic has no
control over any Blockchain and therefore cannot and does not ensure
that any transaction details you submit or receive via our Services will
be confirmed on the relevant Blockchain and does not have the ability to
facilitate any cancellation or modification requests.

You agree and understand that:

• You: (a) have the necessary technical expertise, ability or
  professional advice required to review and evaluate the security,
  integrity and operation of your Wallet to your satisfaction; (b)
  have the knowledge, experience, understanding, professional advice
  and information to make your own evaluation of the merits, risks and
  applicable compliance requirements under applicable laws of any use
  of your Wallet; (c) know, understand and accept the risks associated
  with your Wallet; and (d) accept the risks associated with Virtual
  Currency generally and are responsible for conducting your own
  independent analysis of the risks specific to any Virtual Currency.
  You further assume and agree that Magic will have no responsibility
  or liability for, such risks. You hereby irrevocably waive, release
  and discharge all claims, whether known or unknown to you, against
  Magic, its affiliates and their respective shareholders, members,
  directors, officers, employees, agents and representatives related
  to any of the risks set forth herein.
  
• You take responsibility for all activities that occur under your
  Wallet or with Virtual Currency sent from your Wallet and accept all
  risks of any authorized or unauthorized access to your Wallet, to
  the maximum extent permitted by law.
  
• Virtual Currency is an emerging asset class. Magic makes no
  warranties as to the markets in which the Virtual Currency are
  transferred, purchased and traded.
  
• You acknowledge and accept that the loss or destruction of your
  phone will compromise the security of your Wallet and Virtual
  Currency and may result in loss of Virtual Currency.
  
• In the event that you extract your private key to your Wallet as
  further described in these Terms, you acknowledge and accept that
  you will be solely responsible for maintaining the security of your
  private key, and that the loss or destruction of your private key
  will compromise the security of your Wallet and Virtual Currency and
  may result in loss of Virtual Currency.
  
• The transaction details you submit via the Services may not be
  completed, or may be substantially delayed, by the relevant
  Blockchain used to process the transaction.
  
• There are no warranties or guarantees that a transfer initiated on
  the Services will successfully transfer title or right in any
  Virtual Currency.
  
• Once transaction details have been submitted to a Blockchain, Magic
  cannot assist you to cancel or otherwise modify your transaction or
  transaction details.
  
• Magic is not regulated by any federal or state regulatory agency and
  is not subject to the examination or reporting requirements of any
  such agencies.
  
• Magic does not assume responsibility for any inherent risks
  associated with Blockchain technology, including, but not limited
  to, design or implementation flaws that affect the operation of any
  Blockchain. Furthermore, Magic does not assume responsibility for
  any issues relating to the continuing viability of a Blockchain,
  including, but not limited to, the ability to retain the technical
  expertise required to support a Blockchain or the performance of a
  Blockchain with respect to transaction times.
  
• Magic makes no guarantee as to the functionality of any Blockchain's
  governance or control mechanisms, which could, among other things,
  lead to delays, conflicts of interest, or operational decisions that
  are unfavorable to certain owners of Virtual Currency. You
  acknowledge and accept that the protocols governing the operation of
  a Blockchain may be subject to sudden changes in operating rules
  which may materially alter the Blockchain and affect the value and
  function of Virtual Currency evidenced on that Blockchain.
  
• Magic does not assume responsibility for fundamental advancements in
  cryptography which could render inoperative the current cryptography
  algorithms utilized by a Blockchain supporting a specific Virtual
  Currency.
  
• Magic makes no guarantee as to the security of any Blockchain. Magic
  is not liable for any hacks, double spending, stolen Virtual
  Currency, or any other attacks on a Blockchain, including, but not
  limited to, majority attacks in which a nation-state or other party
  with sufficient computing power is able to control and manipulate
  the records of a Blockchain.
  
• Magic makes no guarantees as to the security of AWS and is not
  liable for any hacks or attacks on AWS's systems.
  
• Magic is not liable for any hacks or malicious attempts or phishing
  scams to obtain access to your Wallet via your Magic Link, email
  address or phone. You alone are responsible for ensuring that you do
  not provide your Magic Link to any other person and or entity.

What are my rights in the Services?

The materials displayed or performed or available on or through the
Services, including, but not limited to, text, graphics, data, articles,
photos, images, illustrations, and so forth (all of the foregoing, the
"Content") are protected by copyright and/or other intellectual
property laws. You promise to abide by all copyright notices, trademark
rules, information, and restrictions contained in any Content you access
through the Services, and you won't use, copy, reproduce, modify,
translate, publish, broadcast, transmit, distribute, perform, upload,
display, license, sell, commercialize or otherwise exploit for any
purpose any Content not owned by you, (i) without the prior consent of
the owner of that Content or (ii) in a way that violates someone else's
(including Magic's) rights. You are the sole owner of the Virtual
Currency in your Wallet and may elect to extract your private key or
otherwise transfer your Virtual Currency to another wallet, subject to
any limitations set forth in these Terms.

You understand that, excluding any open source software or third-party
software that the Services incorporate, Magic owns the Services
including all technology, Content and other materials used, displayed or
provided in connection with the Services (including all intellectual
property rights subsisting therein), and hereby grants you a limited,
revocable, non-transferable, license to access and use the Services. You
acknowledge that the Services may use, incorporate or link to certain
open-source components and that your use of the Services is subject to,
and you will comply with any, applicable open-source licenses that
govern any such open-source components (collectively, "Open-Source
Licenses"). Without limiting the generality of the foregoing, you may
not: (a) modify, publish, transmit, participate in the transfer or sale
of, reproduce (except as expressly provided in this Section or, in the
event you are a developer, as provided in our [Terms of Service]
and [Developer API & SDK License Agreement] the Services or (b) otherwise
use the Services in a manner that violates the licenses granted in these
Terms or any other Open-Source Licenses.

Any of Magic's product or service names, logos, and other marks used as
a part of the Services, including Magic\'s name and logo are trademarks
owned by Magic, its affiliates or its applicable licensors
("Trademarks"). You may not copy, imitate or use them without
Magic's (or the applicable licensor's) prior written consent. Use of the
Trademarks as part of a link to or from any site is prohibited unless
establishment of such a link is approved in advance by us in writing.
All goodwill generated from the use of the Trademarks inures to our
benefit.

Who is responsible for what I see and do on the Services?

Any third-party goods or services, information or content publicly
posted or privately transmitted or made available through the Services
is the sole responsibility of the person from whom such goods, services
or content originated, and you obtain such goods or services and access
all such information and content at your own risk, and we aren't liable
for any errors or omissions or for any damages or losses you might
suffer in connection with it. We cannot control and have no duty to take
any action regarding how you may interpret and use the Content or what
actions you may take as a result of having been exposed to the Content,
and you hereby release us from all liability for you having acquired or
not acquired Content through the Services. We can't guarantee the
identity of any users with whom you interact in using the Services and
are not responsible for which users gain access to the Services.

With respect to all e-mails and communications you send to us,
including, but not limited to, feedback, questions, comments,
suggestions, and the like, we shall be free to use any ideas, concepts,
know-how, or techniques contained in your communications for any purpose
whatsoever, including but not limited to, the development, production,
and marketing of products and services that incorporate such information
without compensation or attribution to you. You represent and warrant
you have all rights necessary to provide any of the foregoing, in the
manner in which you provide it to us. You will keep all your
registration information accurate and current. You are responsible for
all your activity in connection with the Services.

The Services may contain links or connections to third party websites,
applications or services that are not owned or controlled by Magic, and
typically, you will access our Services through third party websites,
applications or services that integrate with our Services. When you
access third party websites or applications, or when you use third party
services, you accept that there are risks in doing so, and that Magic is
not responsible for such risks. We encourage you to be aware when you
leave the Services and to read the terms and conditions and privacy
policy of each third-party website or service that you visit or utilize.

Magic has no control over, and assumes no responsibility for, the
content, accuracy, privacy policies, or practices of or opinions
expressed in any third-party websites or by any third party that you
interact with through the Services. In addition, Magic will not and
cannot monitor, verify, censor or edit the content of any third-party
site or service. Your interactions with organizations and/or individuals
found on or through the Services, including payment and delivery of
goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you
and such organizations and/or individuals. By using the Services, you
release and hold us harmless from any and all liability, losses or
damages arising from your use of any third-party website or service.

If there is a dispute between participants of the Services, or between
users and any third party, you agree that Magic is under no obligation
to become involved. In the event that you have a dispute with one or
more other users, you release Magic, its officers, employees, agents,
and successors from claims, demands, and damages of every kind or
nature, known or unknown, suspected or unsuspected, disclosed or
undisclosed, arising out of or in any way related to such disputes
and/or our Services.

If you are a California resident, you shall and hereby do waive
California Civil Code Section 1542, which says: \"A general release does
not extend to claims that the creditor or releasing party does not know
or suspect to exist in his or her favor at the time of executing the
release and that, if known by him or her, would have materially affected
his or her settlement with the debtor or released party."

What if I want to stop using the Services?

You\'re free to do that at any time; please refer to our User Privacy
Policy to understand how we treat information you provide to us after
you have stopped using our Services.

If you would like to stop using the Services and export the contents of
your Wallet, you may choose to export a copy of your private key from
your account. Upon electing to export your private key, you will be able
to download a copy of, or directly copy, your private key associated
with the Wallet you are using with Magic (the "Private Key Copy") by
following instructions provided by Magic. Once Magic has provided you
access to your Private Key Copy, you acknowledge and agree that:

MAGIC DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO YOUR PRIVATE KEY
COPY AND ANY VIRTUAL CURRENCY THAT WAS CONTAINED IN YOUR WALLET ON
MAGIC'S SERVICES. YOU ALONE WILL BE RESPONSIBLE FOR THE MANAGEMENT OF
YOUR PRIVATE KEY COPY AND KEEPING SUCH PRIVATE KEY COPY SECURE, AND
MAGIC WILL NOT ASSIST YOU WITH STORING YOUR PRIVATE KEY COPY. IF YOU
LOSE ACCESS TO YOUR PRIVATE KEY COPY, YOU ACKNOWLEDGE AND AGREE THAT
MAGIC HAS NO ABILITY TO ASSIST YOU IN RETRIEVING OR ACCESSING THAT
PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY YOU HAVE ASSOCIATED WITH THAT
PRIVATE KEY COPY WILL BECOME INACCESSIBLE. MAGIC IS NOT RESPONSIBLE FOR
AND WILL NOT PROVIDE CUSTOMER SERVICE FOR ANY OTHER WALLET SOFTWARE YOU
MAY USE THIS PRIVATE KEY WITH, AND THAT MAGIC DOES NOT REPRESENT THAT
ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH OR PROTECT YOUR
PRIVATE KEY. MAGIC SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER
WITH RESPECT TO ANY OF THE FOREGOING.

Magic is also free to terminate (or suspend access to) your use of the
Services for any reason in our discretion, including your breach of
these Terms. Magic has the sole right to decide whether you are in
violation of any of the restrictions set forth in these Terms. In the
event that we terminate your use of the Services, unless prohibited by
applicable laws, we will endeavor to contact you and arrange for you to
download your Private Key Copy to remove any Virtual Currency to another
Wallet. If we cannot contact you, your Wallet may remain inactive
through our Services and you will need to retrieve your Private Key Copy
to access your Wallet using other services or software.

Provisions that, by their nature, should survive termination of these
Terms shall survive termination. By way of example, all of the following
will survive termination: any obligation you have to pay us (if
applicable) or indemnify us, any limitations on our liability, any terms
regarding ownership or intellectual property rights, and terms regarding
disputes between us.

What else do I need to know?

Warranty Disclaimer.

Neither Magic nor its licensors or suppliers make any representations or
warranties concerning any content contained in or accessed through the
Services, and we will not be responsible or liable for the accuracy,
copyright compliance, legality, or decency of material contained in or
accessed through the Services. We (and our licensors and suppliers) make
no representations or warranties regarding suggestions or
recommendations of services or products offered or purchased through the
Services. Products and services purchased or offered (whether or not
following such recommendations and suggestions) through the Services are
provided "AS IS" and without any warranty of any kind from Magic or
others (unless, with respect to such others only, provided expressly and
unambiguously in writing by a designated third party for a specific
product). THE SERVICES AND CONTENT ARE PROVIDED BY MAGIC (AND ITS
LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OR
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THE SECURITY ASSOCIATED USE OF, OR TRANSMISSION OF
INFORMATION THROUGH, THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS
ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT
APPLY TO YOU.

Limitation of Liability.

Notwithstanding anything to the contrary in these Terms, Magic shall be
under no obligation to inquire into and shall not be liable for any
damages, other liabilities or harm to any person or entity relating to:

• the ownership, validity or genuineness of any Virtual Currency;
• the collectability, insurability, effectiveness, marketability or
  suitability of any Virtual Currency; or
  
• losses, delays, failures, errors, interruptions or loss of data
  occurring directly or indirectly by reason of circumstances beyond
  its control, including without limitation: acts of God; action or
  inaction of civil or military authority; public enemy; war;
  terrorism; riot; fire; flood; sabotage; epidemics; labor disputes;
  civil commotion; interruption, loss or malfunction of utilities,
  transportation, computer or communications capabilities;
  insurrection; elements of nature; or non-performance by a third
  party.
  

Notwithstanding anything in these Terms to the contrary, TO THE FULLEST
EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO
LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT
LIABILITY, OR OTHERWISE) SHALL MAGIC (OR ITS LICENSORS OR SUPPLIERS) BE
LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR
LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR
COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN
EXCESS OF THE GREATER OF (I) \$100 OR (II) THE AMOUNTS PAID BY YOU TO
MAGIC IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD
PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE
CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, you
agree to indemnify and hold Magic, its affiliates, officers, agents,
employees, and partners harmless from and against any and all claims,
liabilities, damages (actual and consequential), losses and expenses
(including attorneys' fees) arising from or in any way related to any
third party claims relating to (a) your use of the Services (including
any actions taken by a third party using your account), (b) any content
provided through your account, (c) your violation of any third party
right, including without limitation, any copyright, trademark,
intellectual property or proprietary right, and (d) your violation of
these Terms. In the event of such a claim, suit, or action
("Claim"), we will attempt to provide notice of the Claim to the
contact information we have for your account (provided that failure to
deliver such notice shall not eliminate or reduce your indemnification
obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or
your rights or obligations hereunder, or your Services account, in any
way (by operation of law or otherwise) without Magic's prior written
consent. We may transfer, assign, or delegate these Terms and our rights
and obligations to an affiliate or a successor entity without consent.

Choice of Law; Arbitration. These Terms are governed by and will be
construed under the laws of the State of California, without regard to
the conflicts of laws provisions thereof. Any dispute arising from or
relating to the subject matter of these Terms shall be finally settled
in San Francisco County, California, in English, in accordance with the
Streamlined Arbitration Rules and Procedures of Judicial Arbitration and
Mediation Services, Inc. ("JAMS") then in effect, by one commercial
arbitrator with substantial experience in resolving intellectual
property and commercial contract disputes, who shall be selected from
the appropriate list of JAMS arbitrators in accordance with such Rules.
Judgment upon the award rendered by such arbitrator may be entered in
any court of competent jurisdiction. Notwithstanding the foregoing
obligation to arbitrate disputes, each party shall have the right to
pursue injunctive or other equitable relief at any time, from any court
of competent jurisdiction. For all purposes of this Agreement, the
parties consent to exclusive jurisdiction and venue in the state or
federal courts located in, respectively, San Francisco County,
California, or the Northern District of California. You agree that
any arbitration or proceedings under these Terms will take place on an
individual basis between us and you individually, i.e., class
arbitrations and class actions are not permitted. To the full extent
permitted by law, (i) no arbitration or proceeding shall be joined with
any other; (ii) there is no right or authority for any dispute to be
arbitrated or resolved on a class action-basis or to utilize class
action procedures; and (iii) there is no right or authority for any
dispute to be brought in a purported representative capacity on behalf
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Reporting Suspected Vulnerabilities. If you would like to report a
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these Terms is found to be unenforceable or invalid, that provision will
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You and Magic agree that these Terms are the complete and exclusive
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