1. Scope of Application

The following Terms and Conditions apply to the use of our services.

2. Changes to the Terms and Conditions

We may review and update our Terms and Conditions from time to time at our sole discretion. If you continue to use the Services after we post the updated Terms and Conditions on the Services or otherwise notify you of such changes, you signify your acceptance and agreement to the updated Terms and Conditions. If you do not agree to the updated Terms and Conditions, you should not continue accessing or using the Services.

We reserve the right to review and update these Terms and Conditions at our sole discretion. If you continue to use the Services after we post the updated versions of the Terms and Conditions on our platform or otherwise notify you of such changes, this means you accept and agree to the modifications. If you do not agree with the updated Terms and Conditions, we recommend that you stop accessing and using the Services.

3. Account Usage

To access or use our Services, you may be required to create an account and provide certain information. It is important that this information is true, accurate, current, and complete. We may use this information to communicate with you regarding our Services, and such communications will comply with any legal notice requirements.

3.1. Your account is personal.

It is essential to keep all passwords used to access our Services confidential and not disclose them to any third party. You should also avoid allowing others to access our Services using your account details. If we detect that this is happening, we reserve the right to suspend or cancel your account without a refund. You are responsible for all activity that occurs on your account or with your access credentials. If you notice any unauthorized access or use of your account or credentials, notify us immediately by emailing [email protected]. Unless otherwise specified in a separate agreement with you, we reserve the right to terminate your access to the Services or your account as described in Section 9 of these Terms and Conditions.

4. Contracting Party, Contract Formation

4.1. The Purchase Contract

The purchase contract is concluded with Wearemagma Group Inc.

4.2. Formation

By providing plans on our website, we make a binding offer to enter into a contract for our services. The contract is concluded when you click the Pay button on the Stripe payment platform integrated into our website to purchase a plan. By confirming the purchase on Stripe, you accept the offer.

4.3. Payment Completion

Please note that the final agreement of the contract also requires successful completion of the payment using the method you employed. If the payment is not processed correctly for any reason, the contract will be considered not concluded.

5. Evaluation and Additional Services

We may offer you the opportunity to evaluate some or all of our Services for a limited time or with limited functionality, which may include restrictions on the number of concurrent users, how you may access our Services, or the size and type of data you may handle. The use of our Services for evaluation or testing purposes is for internal and non-commercial use only.

When using certain Services, you may be required to accept additional terms. These additional terms will complement our specific Terms and Conditions for those Services and may modify or update your rights and obligations, including potential fees. If you are accepting these terms on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to the additional terms.

6. Usage Rights, Requirements, and Restrictions

Please review our Acceptable Use Policy, which describes the permitted uses of our Services. You may access and use our Services only in accordance with our Terms and Conditions, our Acceptable Use Policy, and all applicable laws, rules, and regulations (the "Permitted Use").

It is important to note that you may not access or use the Services in the following ways, and if any of these restrictions are incompatible or ambiguous in relation to the Acceptable Use Policy, the Acceptable Use Policy will prevail:

• In any way that violates any applicable law, including, but not limited to, laws regarding the export of data or software to and from the United States or other countries.
• To develop any product or service that replaces or competes with our Services, including developing or training any artificial intelligence or machine learning algorithm or model.
• To decompile, reverse engineer, disassemble, or otherwise reduce our Services to a human-readable form, except where such restrictions are prohibited by applicable law.
• To track, scrape, or otherwise collect data or information from our Services except as permitted by these Terms.
• To use our Services or Materials to gain unauthorized access to any system or information or to deceive any person.
• To infringe, misappropriate, or violate intellectual property or other legal rights (including publicity or privacy rights).
• To engage in any other conduct that restricts or inhibits any person from using or enjoying our Services, or that, in our sole discretion, exposes us (or any of our users, affiliates, or any third party) to any liability, damage, or harm of any kind, including reputational harm.
• To assist any person in performing any of the above actions.

7. Ownership of the Services

The Services are owned by us and operated by us and our affiliates, licensors, and service providers (collectively "Providers"). We and our Providers retain all our respective rights, titles, and interests, including intellectual property rights, in and to the Services. Except for the express access and use rights granted in our Terms and Conditions, our Terms and Conditions do not grant you any rights, title, or interest in or to our Services.

8. Submissions, Results, and Materials

8.1. Rights to Materials

Our Services may allow you to submit text, documents, or other materials to the Services for processing (“Submissions”). Our Services may generate responses based on your Submissions (“Results”). The Results and Submissions are collectively referred to as “Materials.” You represent and warrant that you have all rights, and have provided all notices and obtained all consents, necessary for us to process any Submission you send to the Services in accordance with our Terms and Conditions. You also represent and warrant that your Submission to us will not violate our Terms and Conditions, our Acceptable Use Policy, or any applicable law governing such Submissions, including intellectual property laws and any privacy or data protection laws governing the personal information contained in your Submissions. Except as expressly provided in our Terms and Conditions, you retain all rights, titles, and interests, including intellectual property rights, in and to your Submissions. Subject to this Section 8.1 and without limiting Section 15, we grant you the right to use the Results for Permitted Use.

8.2. Personal Information

If you submit personal information in connection with your use of the Services, whether as part of your Submissions or otherwise, you acknowledge that our Privacy Policy governs our use and processing of such personal information.

8.3. Nature of Results

The responses generated by the Services based on materials submitted by third parties (“Third-Party Results”) may be identical or similar to the materials or results generated by the Services based on your Submissions. You acknowledge that Third-Party Results are not your Results and that you have no rights, title, or interest in any of them.

8.4. Reliance on Results

We make no representations or warranties regarding the accuracy of the results. You should not rely on any result without independently verifying its accuracy. Results may contain material inaccuracies even if they appear accurate due to their level of detail or specificity. The Services and results may not reflect correct, current, or complete information.

8.5. Our Use of Materials

We may use the materials to provide, maintain, and improve the Services and to develop other products and services. We will not train our machine learning models on any Submission or Result that is not publicly available; however, if you provide us with feedback (through the Services or otherwise) on any Submission or Result, we may use such feedback in accordance with Section 13.

9. Viruses

Although the nature of our web-based software implies that the risk of virus infection through the use of our Services is extremely low, we do not guarantee that our Services are completely secure or free from errors or viruses. You are responsible for configuring your information technology, software programs, and platform to access our Services, and we recommend that you use your own antivirus protection software.

You must not misuse the Website or our Services by deliberately introducing viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material. You must not attempt to gain unauthorized access to the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. If you breach this provision, you will be committing a criminal offense under the Computer Misuse Act 1990 (or equivalent local legislation). We will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will immediately cease.

10. Modification, Suspension, Interruption of Services

10.1. Our Services are innovative and will evolve. Unless specifically stated otherwise in a separate agreement with you, we reserve the right to modify, suspend, or discontinue temporarily or permanently the Services or your access to the Services or your account at any time, at our sole discretion, without prior notice, and we will not be liable for any changes, suspensions, or interruptions of the Services or your access to them, to the fullest extent permitted by applicable law.

10.2. To ensure effective management and maintenance of our platform, we reserve the right to delete inactive accounts after a period of at least one year. Accounts lose their value upon deactivation.

10.3. You also have the right to delete your account at any time. Please note that by deleting your account, all data stored in it will be irrevocably erased.

11. Fees and Payments

You may be required to pay us fees to access or use the Services or certain features of the Services. You are responsible for paying the applicable fees detailed in the Services. Unless expressly stated otherwise in these Terms and Conditions, all fees are non-refundable to the fullest extent permitted by applicable law.

Fees may be recurring or usage-based. If it is specified that such fees are recurring or usage-based, you agree that we may charge such fees periodically to the payment method you specify at the time of your initial purchase (your "Payment Method"). By using a Payment Method to pay the fees, you expressly agree that we are authorized to charge the Payment Method for the fees, along with applicable taxes.

Unless we specifically agree otherwise in a separate contract with you, you acknowledge and agree that fees for access to or use of the Services may increase at any time. Additional fees may apply for additional Services or features of the Services that MagmaChat may make available. In such cases, we will notify you before charging you the additional fees. If we charge additional fees in relation to our Services, you will have the opportunity to review and accept the additional fees to be charged before they are charged to you. If you do not accept such additional fees, we may discontinue your access to the Services or features. You acknowledge and agree that we will not be responsible for any errors caused by third-party payment processors we may use.

12. Third-Party Services and Links

Our Services may use or be used in connection with third-party content, services, or integrations, particularly when your AI team member accesses the internet through its search and web browsing capabilities. We do not control or accept any responsibility for any loss or damage that may arise from your use of any third-party content, service, or integration, and we make no representations or warranties regarding them. Your use of any third-party content, service, or integration is at your own risk and is subject to the terms, conditions, or policies (including privacy policies) applicable to such third-party content, service, or integration.

13. Feedback

You grant us an irrevocable, royalty-free, and perpetual license to use all feedback, ideas, or suggested improvements you provide (whether through the Services or otherwise) regarding the Services, Inputs, or Outputs (collectively "Feedback"), and you agree that we and our Providers may use the Feedback, along with related Inputs and Outputs or any derivative thereof, in any manner without any payment or credit to you, including in connection with our development, improvement, and marketing of our Services or other products or services.

14. Confidentiality

14.1. Confidential Information

In connection with your use of the Services, we may provide information that we identify as confidential or proprietary or that should reasonably be considered confidential or proprietary under the circumstances (“Confidential Information”).

14.2. Obligations

You may use our Confidential Information solely in connection with the Permitted Use. You may only share our Confidential Information with your employees and agents who need to know such Confidential Information for the Permitted Use and who are subject to confidentiality obligations at least as protective as those set forth in our Terms and Conditions. You will protect the Confidential Information from unauthorized use, access, or disclosure with at least the same degree of care that you use to protect your own highly confidential information, and with no less than reasonable care. You are responsible for all uses and disclosures of Confidential Information by any person to whom you provide access to such Confidential Information (your “Representatives”).

14.3. Exclusions

Your obligations under this section do not apply to Confidential Information that you can demonstrate (i) was already known to you without confidentiality obligations at the time of our disclosure; (ii) was disclosed to you by a third party without a duty of confidentiality; (iii) was or becomes publicly available without your or your Representatives’ fault; or (iv) was independently developed by you without using Confidential Information. You may disclose Confidential Information to the extent required by applicable law, but you agree that, except where expressly prohibited by applicable law, you will promptly notify us of such required disclosure and fully cooperate with us in an attempt to limit such disclosure.

14.4. Destruction

You will destroy all Confidential Information in your possession or control and in the possession or control of your Representatives as soon as we request it.

15. Disclaimer of Warranties, Limitation of Liability, and Indemnification

15.1. YOUR USE OF THE SERVICES AND MATERIALS IS AT YOUR OWN RISK. THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE AND OUR PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, PRIVACY, COMPATIBILITY, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR COMMERCIAL USAGE.

15.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE, OUR PROVIDERS, NOR OUR OR THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "MAGMACHAT PARTIES") SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES ARISING FROM OR RELATED TO THE SERVICES, THE MATERIALS, OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY MAGMACHAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE.

15.3. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE MAGMACHAT PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING FROM OR RELATED TO THE SERVICES, THE MATERIALS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR ACCESS TO OR USE OF THE SERVICES (IF ANY) IN THE SIX MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES, OR CAUSES OF ACTION AROSE. THE FOREGOING LIMITATIONS ARE FUNDAMENTAL TO THESE TERMS AND CONDITIONS, AND WE WOULD NOT OFFER THE SERVICES UNDER THESE TERMS WITHOUT SUCH LIMITATIONS.

15.4. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE MAGMACHAT PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS), AND OTHER LOSSES ARISING FROM OR RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS AND CONDITIONS; YOUR ACCESS, USE, OR ALLEGED USE OF THE SERVICES OR THE MATERIALS; YOUR COMMENTS; ANY PRODUCT OR SERVICE YOU DEVELOP, OFFER, OR OTHERWISE MAKE AVAILABLE USING OR IN CONNECTION WITH THE SERVICES; YOUR VIOLATION OF APPLICABLE LAW OR ANY THIRD-PARTY RIGHTS; AND ANY ACTUAL OR ALLEGED FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL CONDUCT BY YOU OR YOUR EMPLOYEES OR AGENTS. WE RESERVE THE RIGHT TO ENGAGE SEPARATE COUNSEL AND ASSUME EXCLUSIVE CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU UNDER THIS DOCUMENT, IN WHICH CASE YOU AGREE TO COOPERATE WITH US AND THE SEPARATE COUNSEL WE REASONABLY REQUEST.

15.5. LAWS IN SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CERTAIN TYPES OF DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS MAY NOT APPLY TO YOU.

16. Termination

Unless we explicitly state otherwise in a separate agreement with you, we may terminate these Terms and Conditions at any time by notifying you, and these Terms and Conditions will automatically terminate without notice if you breach or fail to comply with any provision of these Terms and Conditions. You may also terminate these Terms and Conditions at any time, for any reason, by discontinuing your access to and use of the Services. Upon termination, the rights granted to you under these Terms and Conditions to access and use the Services will immediately cease, and you must destroy all Confidential Information in your possession or control or in the possession or control of your Representatives. Upon termination of these Terms and Conditions or your access to the Services, we may, at our discretion, delete any Materials or other data associated with your account. Sections 7, 8, 11 (with respect to any outstanding fees at the time of such expiration or termination), and 12 through 18 will survive any expiration or termination of these Terms and Conditions.

17. Arbitration

READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES IN COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE. LAWS IN SOME JURISDICTIONS DO NOT ALLOW FOR MANDATORY ARBITRATION OR WAIVERS OF CLASS ACTIONS, SO SOME OR ALL OF THIS SECTION 17 MAY NOT APPLY TO YOU.

To expedite and control the cost of disputes, MagmaChat and you agree that any claim, dispute, action, or legal or equitable proceeding arising from or related to your use of the Services or these Terms and Conditions ("Dispute") will be resolved as follows to the fullest extent permitted by applicable law. This applies to all Disputes, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, even if the Dispute arises after the termination of these Terms and Conditions. YOU UNDERSTAND AND AGREE THAT YOU AND MAGMACHAT HEREBY WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW.

17.1. Voluntary Arbitration Opt-Out

If you are an individual consumer, you may opt out of arbitration within 30 days of first accepting these Terms and Conditions (including any prior version). If you are an individual consumer and previously accepted arbitration, you may opt out of any future revision of the arbitration provision within 30 days of receiving notice of the updated arbitration provision, in which case the previous version of the arbitration provision will apply. To opt out of arbitration (or revisions to this arbitration provision), you must send your name, residential address, username, email address, or phone number used for your Services account, and a clear statement that you wish to opt out of this arbitration agreement (or its revisions) to: [email protected].

17.2. Dispute Notice

In the event of a Dispute, you or MagmaChat must deliver to the other party a written statement setting forth the name, address, and contact information of the party presenting it, the facts giving rise to the Dispute, and a proposed resolution (a "Dispute Notice"). You must send any Dispute Notice by first-class U.S. mail to MagmaChat c/o Wearemagma Group Inc., at 10120 W Flamingo Rd, Ste 4-1027, Las Vegas, NV 89147 and also by email to [email protected]. MagmaChat will send any Dispute Notice by first-class U.S. mail to your address if we have it, or otherwise to your email address. You and MagmaChat will attempt to resolve any Dispute through informal negotiation within 45 days from the date the Dispute Notice is sent. After 45 days, you or MagmaChat may initiate arbitration. An arbitrator will decide any dispute regarding whether this subsection has been violated and has the power to enjoin the filing or prosecution of arbitrations. Unless prohibited by applicable law, the arbitrator will not administer any arbitration unless the requirements of this subsection have been met.

17.3. Mediation, Binding Arbitration, and Governing Law

You and MagmaChat will strive to resolve any Dispute through mediation in accordance with the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) Mediation Rules. The place of mediation will be Los Angeles, California. Any Dispute that is not resolved through mediation as provided herein within 30 days after the appointment of a mediator or within the time you or MagmaChat may agree upon, will be finally resolved through binding arbitration as described in this Section 17. You waive the right to litigate (or participate as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final, except for a limited right of appeal under the Federal Arbitration Act. The arbitrator will decide all issues related to arbitrability, including their own jurisdictional validity and the applicability of the Agreement (e.g., unconstitutionality). For the avoidance of doubt, this is not intended to diminish the powers granted to the arbitrator under the applicable JAMS rules. The place of arbitration will be Los Angeles, California. Any court with jurisdiction over the parties may enforce the arbitration award.

17.4. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MAGMACHAT AGREE THAT ANY PROCEEDING TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR MAGMACHAT WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT PERMITTED; for example, you may bring a claim only in your own name and may not seek relief that affects other users of the Services. An arbitrator may not consolidate arbitrations unless all parties agree. If a final court determination holds that the limitations in this paragraph are not enforceable with respect to a particular claim or a particular request for relief (such as a request for injunctive relief), then the parties agree that such claim or request for relief will be decided by a court after all other claims and requests for relief have been arbitrated.

17.5. Mass Arbitrations

If 10 or more claimants submit similar Dispute Notices or initiate similar arbitrations and are represented by the same attorney or a coordinated attorney, all cases must be resolved in arbitration in stages using a staged referral procedure. You agree to this even if the resolution of some claims may be delayed. In the first stage, the parties will select up to 5 cases to be presented in arbitration and resolved by separate arbitrators. Meanwhile, no other cases may be submitted for arbitration. The arbitration provider may also not accept, manage, or charge fees for other arbitrations. If the remaining cases are not resolved after the first stage ends, the parties will repeat the process. These staged referral procedures will continue until all cases are resolved. If this subsection applies to a Dispute Notice, any applicable statute of limitations for the listed claims will be tolled from the time the first cases are selected for referral proceedings until the claimant's Dispute Notice is selected for referral proceedings or otherwise resolved. A court will have the authority to enforce this subsection, including the power to prohibit the filing or processing of arbitrations or the assessment of related fees.

17.6. Arbitration Procedures

JAMS will conduct any arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time the Dispute is filed. You may request a telephonic or in-person hearing in accordance with the JAMS Rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause for holding an in-person hearing instead. To the extent that the forum provided by JAMS is not available, MagmaChat and you agree to select a mutually acceptable alternative dispute resolution service, and such alternative dispute resolution service will apply the JAMS Rules. Subject to the limitations of liability contained herein, the arbitrator may award you individually the same damages and remedies as a court. The arbitrator may grant you individual relief only and only to the extent necessary to satisfy your individual claim.

17.7. Arbitration Fees

The party initiating the arbitration will pay the initial filing fee. If MagmaChat initiates it, MagmaChat will pay; if you initiate it, you will pay unless you obtain a fee waiver under the applicable arbitration rules. Each party will bear its own attorneys' fees, experts, witnesses, and other expenses, regardless of which party prevails, but a party may recover some or all of its expenses (including attorneys' fees) from the other party if the arbitrator, applying the applicable law, determines so.

17.8. Filing Deadline

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE UNDER THESE TERMS AND CONDITIONS MUST BE FILED WITHIN ONE (1) YEAR IN ARBITRATION. The one-year period begins on the earliest date on which any of the events giving rise to the Dispute first occurs. If a claim is not filed within the one-year period, it will be permanently barred. This period may only be extended with the written consent of both parties. No statute or legal provision that tolls or otherwise affects the time in which a party may bring a claim will operate to extend the time limit in this Section 17, and such statutes and provisions are hereby waived, to the extent permitted by applicable law.

17.9. Applicability

If the waiver of class actions mentioned above is found to be unenforceable, or if it is found that this section as a whole is not enforceable, then this section as a whole will be null and void. If this occurs, you and MagmaChat agree that the section below regarding exclusive jurisdiction and applicable law will govern any dispute.

17.10. Third-Party Beneficiaries

ALL MAGMACHAT PARTIES ARE INTENDED THIRD-PARTY BENEFICIARIES OF THE ARBITRATION CLAUSES IN THIS SECTION 17.

18. Miscellaneous

18.1. Additional Terms

By using our Services, you agree to comply with and be subject to all guidelines, rules, or supplemental terms applicable to such Services that may be posted on the Services from time to time. To the extent we require you to review and accept any supplemental terms that expressly conflict with our Terms and Conditions, the supplemental terms will supersede our Terms and Conditions with respect to your use of the part of the Services governed by those supplemental terms, solely to the extent of the conflict.

18.2. Entire Agreement; No Assignment

Our Terms and Conditions, and any other terms expressly incorporated by reference, constitute the entire agreement between you and us with respect to the subject matter of our Terms and Conditions. You may not transfer or assign our Terms and Conditions without our prior written consent, but we may assign them without restriction.

18.3. Equitable Relief

You agree that (i) there is no adequate remedy at law if you breach Section 4 (Usage Rights, Requirements, and Restrictions), Section 12 (Confidentiality), or Section 15 (Arbitration); (ii) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm; and (iii) the granting of injunctive relief provides the best remedy for any such breach. Therefore, you waive any objection to such injunctive relief, as well as any demand that we prove actual harm or post a bond or other security in connection with such injunctive relief.

18.4. No Joint Venture, Partnership, Employment, or Agency

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of our Terms and Conditions or your access to or use of the Services.

18.5. No Endorsement

You may not, without our prior written consent, use our name, logo, or other trademarks to promote products or services other than the Services, or in any other manner that implies our affiliation, endorsement, or sponsorship.

18.6. Severability

If a court or any other competent jurisdiction determines that any provision of our Terms and Conditions is invalid, illegal, or unenforceable for any reason, such provision will be removed or limited to the minimum extent necessary to comply with applicable law, so that the remaining provisions of our Terms and Conditions will continue in full force and effect.

18.7. No Waiver

No waiver by us of any term or condition set forth in our Terms and Conditions will be considered a further or continuing waiver of such term or condition, or a waiver of any other term or condition, and any failure by us to enforce any right or provision under our Terms and Conditions will not constitute a waiver of such right or provision.

18.8. Legal Compliance

We may comply with government, judicial, and law enforcement requests or requirements related to the provision or use of the Services, or with information provided or collected under our Terms and Conditions. We reserve the right, at our sole discretion, to report Notices or Results to the relevant authorities.

18.9. Governing Law; Exclusive Jurisdiction

Our Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. If a lawsuit or legal proceeding is permitted under our Terms and Conditions despite Section 17, you and MagmaChat agree that any such dispute will be litigated in the state or federal courts located in Los Angeles, California, and you and MagmaChat submit to the personal and exclusive jurisdiction of such courts. By using the Services, you waive any claims that may arise under the laws of other jurisdictions.

18.10. U.S. Government Use

The Services were developed exclusively with private funds and constitute commercial computer software and commercial computer software documentation as defined in the applicable Federal Acquisition Regulations and agency supplements. Accordingly, U.S. government users of the Services will have only those rights granted to all other end users of the Services under these Terms and Conditions.

18.11. Export and Sanctions

You may not export or provide access to the Services to any embargoed country or to any person who is listed (i) on the U.S. Department of the Treasury’s Specially Designated Nationals list, (ii) on any other restricted parties list identified by the Office of Foreign Assets Control, (iii) on the U.S. Department of Commerce’s Entity List, or (iv) on any other restricted parties list. You represent and warrant that neither you nor any person accessing or using the Services on your behalf, or using your account credentials, is such a person or entity and is not located in any of such countries.