Terms & Conditions and Privacy Policy

Magnoli Technologies provides a cloud-based business management platform designed primarily for dry cleaning operations. Our core platform includes tools for point of sale, customer relationship management, time tracking, inventory management, route management, wholesale invoicing, and analytics.

We may add or remove features over time. We may also offer integrations with third-party services. We are not responsible for the availability, performance, or data handling practices of those third-party services.

You are responsible for keeping your account credentials secure. This includes using strong passwords and two-factor authentication (as applicable), limiting access to authorized people only, and making sure your devices are free of malware. If you think your account has been compromised, you should contact us right away.

If you are an individual consumer of one of our business customers and use one of our service portals dedicated to that business customer, such as [businesscustomername].drycleaning.delivery or [businesscustomername].drycleaning.account, your access to that portal is authenticated by phone number or e-mail and entirely depends on the security of that contact information. You are responsible for the security of your own phone number and e-mail accounts; we are not liable for breaches caused by compromise of your contact channel.

When using our Services, you agree not to:

• Attempt to reverse engineer, copy, or replicate any part of our software;
• Access or use the Services for any unlawful purpose;
• Interfere with the security or performance of our systems;
• Share your account access with unauthorized third parties;
• Scrape or use automated means to access the Services without our permission; and
• Use the Services in ways that go beyond their intended business purpose.

You are responsible for the actions of anyone who accesses our Services through your account.

You agree to indemnify and hold us harmless from claims arising out of your misuse of the Services and for any content/data you submit through the Services which violates the rights of any third party. If you are our business customer, you additionally agree to indemnify and hold us harmless from claims arising out of your breach of these Terms or your violation of applicable law in connection with your use of the Services.

Our Services are intended for business customers and we do not ordinarily directly transact with individual consumers.

We hold and process consumer data on behalf of our business customers. When we process consumer personal information on behalf of a business customer, we act as a service provider / data processor, while the business customer is the responsible data controller. We process such consumer personal information only per our service level agreement with that business customer and applicable law. If you are an individual consumer who is a customer of one of our business customers (such as a dry cleaning or laundry company), please contact them directly to inquire about how their data policies may affect you or to exercise any applicable rights for which they are the data controller.

For instances in which you interact with us directly, or in which our systems automatically collect your information (such as IP address, device and browser information, pages visited, usage data, and similar identifiers, including via cookies and similar technologies), we are the data controller.

If you are an individual consumer of one of our business customers and use one of our service portals dedicated to that business customer, such as [businesscustomername].drycleaning.delivery or [businesscustomername].drycleaning.account, any user information you directly input into that portal goes into the business customers’ account on our systems. It is treated as data of the business customer, and the business customer is the applicable data controller for any such personal information.

Information we collect

When you use our Services or conduct business with one of our business customers, we may collect: (a) information you provide directly (such as name, email, address, phone number, business information, and payment details); (b) information collected automatically (such as IP address, device and browser information, pages visited, usage data, and similar identifiers, including via cookies and similar technologies); and (c) if you are a consumer of one of our business customers, information we receive about you from that business customer (which may include consumer contact and transaction data).

How we use information

We use this information to provide, maintain, secure, and improve the Services; process payments; communicate with you; comply with law; and for other legitimate business purposes described in these Terms.

How we share information

We may share or use information: (a) with service providers or third-party integrations either acting on our behalf or in collaboration with our systems (such as hosting, payment processing, professional services, and analytics providers); (b) with our business customers, where the information relates to their account or their consumers; (c) with legal authorities or other parties when required by law, to enforce our rights, or to protect safety; (d) with parties to a corporate transaction such as a merger or acquisition; (e) for various business uses (as allowed by law) of personal information that has been anonymized; and (f) for other lawful business purposes.

Cookies and tracking

We may use cookies and similar technologies for authentication, security, analytics, and to remember preferences. Most browsers allow you to control cookies through their settings. We do not respond to “Do Not Track” browser signals. Where required by applicable law, we will honor opt-out preference signals pertaining to your usage of our website such as Global Privacy Control (GPC).

Addresses, Phone, SMS, and E-mail

Our business customers may collect and use your contact information for their business purposes, including the use of communications or marketing campaigns managed through our platform or via third-party integrations. The business customer is solely responsible for how your contact information is used and for compliance with any applicable laws such as CAN-SPAM, TCPA, and any applicable data protection or privacy laws. Please direct any questions or opt-out requests directly to them. Text messages can ordinarily be stopped or started, as applicable, by texting STOP or START to the sending number. E-mails can ordinarily be unsubscribed from a dedicated link found at the bottom of the e-mail.

Your privacy rights

Depending on where you live, you may have rights to access, correct, delete, or receive a copy of your personal information, to opt out of certain processing, and to be free from unlawful discrimination for exercising these rights. If we are the data controller, contact us as described elsewhere in these Terms to exercise these rights. We will verify your request and respond within the time required by applicable law. If you are a consumer of one of our business customers, we are unable to respond to your request directly as we are not the data controller; please direct your request to that business, and we will assist them as their service provider.

Service provider role

When we process personal information on behalf of a business customer, we act as a “service provider” or “processor” (as those terms are defined under applicable law). We process your personal information in accordance with our agreement with that business customer and applicable law. The business customer is the data controller and you should direct any inquiries regarding your personal consumer information directly to them.

Data retention

We retain your personal information for as long as needed to provide the Services to our business customers, comply with legal obligations, resolve disputes, and enforce our agreements. When no longer needed or as otherwise appropriate in our business judgment, we may delete or anonymize it.

Children

The Services are not directed to children under 13 (or under 16 in jurisdictions where that is the applicable threshold), and we do not knowingly collect their personal information.

International users

We operate in the United States of America. If you access the Services from a different country, you understand that your information will be processed in the United States of America, which may have different data protection laws than your country.

We implement reasonable security measures to protect your information. If you are our business customer, we will attempt to notify you promptly if we become aware of a confirmed data breach affecting your data, and in any event within the timeframe required by applicable law. Where we are the data controller and law requires, we will attempt to notify affected individuals directly.

We may use or share with third parties anonymized, aggregated data derived from your data and your usage of our Services.

We are not responsible for the data handling practices of any third parties whose services may integrate or interact with ours. Please direct any such inquiries directly to those third parties. We will be glad to assist you in making that inquiry as appropriate.

You are responsible for backing up your own data as used with our Services. We are not liable for data loss caused by third party failures, your own errors, or unauthorized access of your account.

If you are our business customer, you are responsible for ensuring that your use of our integrated communication tools (such as text messages and e-mails sent through our platform), data you upload to our platform, and other Services complies with applicable laws, such as CAN-SPAM, TCPA, and any applicable data protection or privacy laws.

If you are our business customer, upon termination of our relationship, we will make your data available for export for a reasonable period, after which we may delete it in accordance with our retention practices and applicable law.

Our Services, platform, software, and all associated technology belong to Magnoli Technologies. Your use of our Services does not give you any ownership rights in our platform or Services.

For any feedback, suggestions, or other communications you provide to us, you hereby assign to us a nonexclusive, irrevocable, worldwide, sublicensable, transferable license to use that feedback, suggestion, or communication without restriction. You permanently and irrevocably waive any claim to compensation from us on account of how we choose to use the feedback, suggestion, or communication.

We work hard to keep our core services up and running. Occasionally there may be scheduled maintenance, third-party outages, or other disruptions outside our control. We are not liable for downtime caused by these circumstances.

If our core services experience a significant disruption that is our fault and lasts more than 1 hour after you notify us, you may be eligible for a service credit. Credits are the sole remedy for service disruptions.

Our core pricing includes a one-time implementation fee and a monthly base subscription fee. Some features are billed based on usage. Late payments may incur interest. Fees do not include applicable taxes unless stated otherwise.

If you dispute a charge amount, please contact us promptly so we can work it out.

The current usage-based fee schedule is below:

• [INSERT]
• [SMS]
• [E-MAIL]
• [AI]
• [EXTENDED SUPPORT]

EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THESE TERMS OR OUR SERVICE LEVEL AGREEMENT WITH YOU (IF APPLICABLE), WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE,” AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ABSENCE OF DEFECTS OR ERRORS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL SUCH WARRANTIES. IN NO EVENT WILL WE BE LIABLE (EXCEPT AS SET FORTH ELSEWHERE IN THESE TERMS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (A) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) YOUR OBLIGATION TO PAY FEES OWED; OR (E) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). IF YOU HAVE A SIGNED AGREEMENT WITH US THAT SPECIFIES A DIFFERENT LIABILITY CAP, THAT CAP CONTROLS.

We may update these Terms and Conditions from time to time.

An update is “material” only if it (a) increases your fees or financial obligations, (b) reduces our liability or extends your liability beyond what is currently provided, (c) modifies the dispute resolution provisions, or (d) materially expands our use or sharing of your personal information if you are a consumer.

Non-material updates take effect immediately upon posting.

For material changes, the updated Terms take effect 30 days after they are posted. If you are our business customer and have a signed service level agreement with us, we will attempt to notify you directly of any coming material changes. If you are an individual consumer of one of our business customers and use one of our service portals dedicated to that business customer, we will provide notice through a reasonable technical method within the portal, such as a clickwrap consent, banner, or similar in-product notification.

In the event that the Terms are updated, your access or use of the Services after the update shall constitute your acceptance of the revised version of the Terms. In the event any update to these Terms is held as invalid or unenforceable, that shall not invalidate your consent to any previous version of the Terms.

We shall not be liable for any failure, delay, loss, or damage involving the Services to the extent such failure, delay, loss, or damage is caused by events or conditions beyond our reasonable control, including but not limited to: acts of God; fire, flood, earthquake, severe weather, or other natural disasters; war, terrorism, civil unrest, riot, or vandalism; pandemic, epidemic, or public health emergency; governmental orders, sanctions, or actions; utility, power, water, or telecommunications failures; failures or defects in equipment or supplies provided by third parties; labor disputes, strikes, or shortages not specific to our workforce; cyberattacks, ransomware, or other malicious interference with our systems; and disruptions to transportation, fuel, or supply chains (each, a “Force Majeure Event”).

Upon the occurrence of a Force Majeure Event, we will use commercially reasonable efforts to mitigate its impact, including making reasonable attempts to notify affected business customers. Nothing in this section relieves you of your obligation to pay for Service charges already incurred, nor relieves us of any liability arising from our gross negligence or willful misconduct that materially caused the loss or damage independent of the Force Majeure Event.

You agree that in the event that any provision of these Terms is held as invalid or unenforceable, that shall not invalidate any of the other provisions, and that the invalid or unenforceable provisions shall be construed as closely as possible to the original intent of those provisions.

You agree that no provision of these Terms shall be constituted as waived unless a waiver is expressly given in writing by an authorized executive of Magnoli Technologies.

You agree that any and all legal disputes between you and us concerning the Services or these Terms shall be settled according to the laws of the State of Nevada, United States of America, exclusive of any conflict of law provisions.

You agree that all legal disputes will be resolved only on an individual basis, and not as a plaintiff or class member in any class, collective, or representative proceeding.

Notwithstanding any other provision of these Terms, the small claims or justice courts of the State of Nevada or any of its political subdivisions located within Clark County shall be the exclusive forum for any legal disputes which are eligible for resolution in those courts.

For all other legal disputes which are not eligible for the small claims or justice courts of the State of Nevada, you agree that they shall be settled by binding and final arbitration conducted by JAMS according to the JAMS Streamlined Arbitration Rules & Procedures, the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (if applicable), and any other similar rules or policies prescribed by JAMS. You further agree that to the extent allowed by law and JAMS policy, those proceedings shall be conducted exclusively in Clark County, Nevada, United States of America, or via JAMS virtual arbitration.

If you plead a claim at an inflated amount or on frivolous grounds (for example, a damages figure with no plausible evidentiary basis, or a plainly unreasonable claim of gross negligence or willful misconduct) and it consequently is rendered ineligible for the small claims or justice court forum, we may move the arbitrator or any court of competent jurisdiction to re-characterize the claim. Pending resolution of the motion, the proceedings shall be stayed. If the arbitrator or court finds that the pleaded amount or theory lacks a good faith basis in fact or law, the claim shall be remanded to the appropriate Nevada small claims or justice court.

You also agree that to the extent allowed by law and/or JAMS policy, any applicable court or arbitrator may award to the prevailing party its attorneys’ fees, share of JAMS arbitration fees and arbitrator compensation and expenses, court costs, or any other similar costs.

Either you or we may seek appropriate emergency injunctive relief in the state or federal courts of Nevada. For example, we may seek such relief if you use our Services in violation of the Acceptable Use provisions, infringe on our intellectual property, or attempt to use the Services if you are not under contract and we have informed you that you are banned from receiving the Services from us. Any such request for temporary or preliminary injunctive relief by either party shall be in aid of the underlying dispute and shall not be deemed a waiver of the jurisdictional and arbitration requirements contained herein.

The agreement to arbitrate and the class, collective, and representative action waiver set forth above are severable from these Terms generally, but are not severable from each other except as expressly provided in this section. Under no circumstances shall any claim be arbitrated or litigated on a class, collective, or representative basis.

If a court or arbitrator of competent jurisdiction determines that the class, collective, or representative action waiver is unenforceable or invalid as to a particular claim or remedy, then only the class, collective, or representative component of that claim or remedy shall be severed from arbitration and shall proceed exclusively in the state or federal courts of Clark County, Nevada. Any individual claim or remedy of the named party, and all other claims between the parties, shall remain subject to the jurisdictional and arbitration requirements as set forth above and shall proceed in small claims court, justice court, or arbitration independently of, and shall not be stayed pending the resolution of, any severed class, collective, or representative proceeding. To the fullest extent permitted by law, this provision shall be interpreted to preserve the resolution of individual claims in either arbitration or the small claims or justice courts of the State of Nevada or any of its political subdivisions located within Clark County, and any ambiguity shall be resolved in favor of such resolution on an individual basis.

If, and only if, applicable law prohibits the bifurcation described in the preceding paragraph as to a specific claim, then the agreement to arbitrate shall be null and void solely as to that specific claim, which shall instead be brought exclusively in the state or federal courts of Clark County, Nevada.

The arbitration procedures set forth above are designed for the efficient resolution of individual disputes. If five (5) or more demands for arbitration are filed against us by or with the coordination, assistance, or involvement of the same law firm, group of law firms, or organized representatives, and those demands raise substantially similar claims or present substantially common questions of law or fact (collectively, “Coordinated Demands”), then the following procedures shall apply notwithstanding any contrary provision of the JAMS rules or policies:

(a) Staged Filing: Coordinated Demands shall not be filed, administered, or advanced in bulk. The parties shall instead select, by mutual agreement or by JAMS’ selection if no agreement is reached within thirty (30) days, an initial set of bellwether cases to proceed to arbitration first. The number of bellwether cases shall not exceed the greater of two (2) or 10% of the total Coordinated Demands. All other Coordinated Demands shall be held in abeyance, and no filing fees, arbitrator compensation, or other administrative costs shall accrue on the held cases, until the bellwether proceedings are concluded.

(b) Bellwether Process: the bellwether arbitrations shall proceed individually under the JAMS Streamlined Arbitration Rules & Procedures. Upon conclusion of the bellwether arbitrations, the parties shall meet and confer in good faith within sixty (60) days regarding the global resolution of the remaining Coordinated Demands, including consideration of the bellwether outcomes, common factual or legal findings, and appropriate settlement frameworks.

(c) Continuation: if the parties do not reach a global resolution within the meet-and-confer period, the remaining Coordinated Demands shall proceed to arbitration in successive batches of no more than two (2) or 10% of the total Coordinated Demands at a time, with each batch concluding before the next batch is filed or advanced. The bellwether outcomes shall be admissible in subsequent Coordinated Demand arbitrations as persuasive (but not binding) authority on common questions of law and fact, and arbitrators in subsequent proceedings may take judicial notice of bellwether findings. The parties shall continue to meet and confer in good faith between batches.

(d) Tolling: all applicable statutes of limitations, contractual limitations periods, and similar time-based defenses shall be tolled with respect to any Coordinated Demand held in abeyance under this section, from the date the demand would otherwise have been filed until the date that demand is permitted to advance under the procedures above. No party shall be prejudiced by the staging or batching of Coordinated Demands.

(e) Filing Fee Assessment: no filing fees, administrative fees, arbitrator compensation, and other JAMS costs associated with Coordinated Demands shall be assessed against us with respect to any Coordinated Demand held in abeyance until that demand is permitted to advance.

(f) Court Authority: either party may apply to the state or federal courts of Clark County, Nevada for an order enforcing, interpreting, or implementing this section, including orders compelling compliance with the staging and batching procedures. Such an application shall not be deemed a waiver of the arbitration requirements of these Terms.

(g) Severability of Coordinated or Mass Arbitration Procedures: if any portion of this section is held unenforceable as to a specific Coordinated Demand or set of Coordinated Demands, the remainder of this section shall continue to apply, and the agreement to arbitrate on an individual basis shall remain in full force and effect.