Terms of Service

These Terms of Service ("Terms") govern your access to and use of the MagicSword software-as-a-service application control solution (the "Services") and any related software, documentation, and support provided by MagicSword ("we," "us," or "our").

By signing an Order Form that references these Terms, or by accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions.

1. Services and Products

1.1. Order Form. The specific Services, subscription term, pricing, and other details will be set forth in one or more mutually executed order forms ("Order Form"). Each Order Form is incorporated into this Agreement.

1.2. Access and Use. Subject to your compliance with this Agreement and full payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business security purposes during the subscription term specified in the Order Form.

1.3. Your Responsibilities. You are responsible for (a) configuring your systems and endpoints to use the Services, (b) ensuring you have all necessary rights to allow the Services to collect and process data from your systems ("Technical Data"), and (c) all activities that occur under your user accounts. You must notify us immediately of any unauthorized use of your accounts.

1.4. Evaluation Services. If we provide you with access to Services for evaluation purposes ("Evaluation Services"), your use is limited to a period determined by us. Evaluation Services are provided "AS IS" without warranty, support, or indemnification, and our liability is limited.

2. Rights and Ownership

2.1. Technical Data. You grant us the right to collect, process, and analyze Technical Data solely for the purpose of providing the Services to you.

2.2. Ownership. You retain all ownership rights in your Technical Data. We and our licensors own all right, title, and interest in and to the Services, including all related intellectual property rights. We may use anonymized and aggregated data derived from your use of the Services for our business purposes.

2.3. Restrictions. You shall not (a) sublicense, resell, or otherwise make the Services available to any third party; (b) reverse engineer or attempt to derive the source code of the Services; (c) use the Services to build a competitive product or service; or (d) use the Services to circumvent the security of any network or system.

3. Confidentiality

"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Technical Data; our Confidential Information includes the Services and their pricing. Each party agrees to use the other's Confidential Information only to perform its obligations under this Agreement and to protect it from unauthorized disclosure using reasonable care.

4. Limited Warranty and Disclaimer

4.1. Limited Warranty. We warrant that the Services will perform materially in accordance with the applicable documentation. Your sole remedy for a breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, or if we are unable to do so, terminate the applicable Order Form and refund any prepaid, unused fees.

4.2. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT THEY WILL DETECT OR PREVENT ALL SECURITY THREATS.

5. Indemnification

5.1. By Us. We will defend you against any third-party claim that the Services infringe their intellectual property rights and indemnify you for any damages finally awarded against you. This obligation does not apply if the claim arises from your breach of this Agreement or use of the Services in combination with other products not provided by us.

5.2. By You. You will defend us against any third-party claim arising from (a) your Technical Data infringing their intellectual property rights or (b) your violation of law or this Agreement, and indemnify us for any damages finally awarded against us.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US DURING THE 12 MONTHS PRECEDING THE CLAIM.

7. Term and Termination

7.1. Term. This Agreement commences on the date you first accept it and continues until all Order Forms have expired or been terminated.

7.2. Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice.

7.3. Effect of Termination. Upon termination, your right to use the Services ceases, and you must pay any unpaid fees. We will delete your Technical Data in accordance with our data retention policies.

7.4. Suspension. We may suspend your access to the Services if you breach this Agreement or if your use poses a security risk to us or other customers.

8. General Provisions

8.1. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.

8.2. Entire Agreement. This Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements. Any terms in your purchase orders are void.

8.3. Notices. All notices must be in writing and sent to the addresses on the Order Form.

8.4. Force Majeure. Neither party will be liable for delays caused by events beyond its reasonable control, except for payment obligations.

8.5. U.S. Government Rights. The Services are "commercial items" as defined at 48 C.F.R. § 2.101. If you are a U.S. government agency, you receive only those rights with respect to the Services as are granted to all other customers.

9. Contact Us

If you have any questions about these Terms, please contact us through our Contact Page.