Terms of Service

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 End User and use one of our service portals to interact with a Business Customer, 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 you or anyone using your account submits or makes available any content, data, information, or materials through the Services (“Customer Content”), you represent and warrant that you have all rights, permissions, consents, and lawful bases necessary to provide and use that Customer Content and to authorize Magnoli to process it to provide the Services.

When using our Services, you agree not to:

• Attempt to reverse engineer, decompile, copy, modify, or replicate any part of our software except to the limited extent applicable law expressly permits
• Access or use the Services for any unlawful, fraudulent, abusive, or deceptive purpose, including impersonation, phishing, credential harvesting, or facilitating fraud
• Upload, transmit, or introduce malware, malicious code, or other material designed to disrupt, damage, or obtain unauthorized access to any system, account, or data
• Interfere with the security, integrity, or performance of the Services, or evade or circumvent access controls, usage limits, quotas, or other restrictions
• Share account access with unauthorized third parties, or access any account, system, or data without authorization
• Scrape or use automated means to access the Services without our permission
• Submit, use, or disclose Customer Content or other data without the necessary rights, permissions, and consents, or in a manner that violates privacy, publicity, confidentiality, intellectual property, or other rights
• Use communication features to send spam, phishing, fraudulent, abusive, harassing, or otherwise unlawful messages, or messages for which legally required consent has not been obtained
• Resell, sublicense, lease, distribute, or make the Services available to third parties on a service-bureau, time-sharing, or similar basis except as expressly authorized by Magnoli in a separate Service Agreement
• Use the Services beyond their intended business purposes or help another person engage in prohibited conduct

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, any content/data you submit through the Services which violates the rights of any third party, your breach of these Terms, or your violation of applicable law in connection with your use of the Services.

Our Privacy Policy governs the collection and use of your personal information, and is hereby incorporated into these Terms by reference. Read our Privacy Policy.

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

If you voluntarily provide Magnoli with feedback or suggestions regarding the Services (“Feedback”), you grant Magnoli a nonexclusive, perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use, reproduce, modify, distribute, display, perform, and otherwise exploit that Feedback without restriction or compensation to you. Feedback does not include Customer Content, personal information, confidential information, or those portions of communications which are strictly support-related.

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.

Fees and payment terms are governed by your Service Agreement. If you don’t have a Service Agreement with us and we accept an order to provide you with Services, you agree to the fees and payment terms stipulated in the applicable quote or order form.

You are responsible for any payment processing fees (such as credit card or wire fees). Late payments may accrue interest up to the amount allowed by applicable law.

If you dispute a charge amount, please contact us promptly so that we can discuss in good faith.

EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THESE TERMS OR OUR SERVICE 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 OR ANY APPLICABLE SERVICE AGREEMENT WE HAVE WITH YOU) 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 adversely affects your rights or obligations.

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 Service Agreement with us, we will attempt to notify you directly of any coming material changes.

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 officer of Magnoli Technologies Inc.

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 above 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) Pre-Arbitration Negotiation: Before initiating any demand for arbitration that constitutes a Coordinated Demand, and as a mandatory precondition to filing any such demand, the initiating party or its representative must first provide us with written notice of each dispute (each, a “Notice of Dispute”). Each Notice of Dispute shall be submitted individually on behalf of each identified claimant and shall include: (i) the claimant’s full name, contact information, and, where applicable, account or transaction identifier; (ii) a description of the specific facts giving rise to the claim; (iii) the specific legal basis for the claim; (iv) the specific relief sought, including a good-faith calculation of any damages; and (v) the signature of the individual claimant or documentation of the claimant’s authorization to assert the claim on that claimant’s behalf. A single mass or form notice submitted on behalf of multiple claimants without the individualized information required above shall not satisfy this requirement.

Following delivery of a Notice of Dispute, the parties shall negotiate in good faith to resolve the dispute for a period of sixty (60) days (the “Negotiation Period”). During the Negotiation Period, the parties, and, upon our request, the individual claimant and not solely counsel or a representative, shall participate in good faith in a remote telephonic or video conference to attempt to resolve the dispute, to be scheduled at a mutually convenient time within the Negotiation Period. A demand for arbitration constituting a Coordinated Demand may not be filed, administered, or advanced, and no arbitration filing fees, administrative fees, arbitrator compensation, or other JAMS costs shall be assessed against us, unless and until the individual claimant has participated in this process and the Negotiation Period has expired as to that claimant’s dispute without resolution. We shall make the conference reasonably available to the claimant, including by offering reasonable alternative dates and a telephonic option, and shall not unreasonably withhold, delay, or condition the scheduling of the conference.

Completion of the Negotiation Period is a material precondition to arbitration and applies equally to any Coordinated Demand. Compliance with this subsection (a) is a question for the court, and not the arbitrator, to decide, and either party may apply to the courts identified in subsection (h) for an order enforcing this subsection, including an order staying or dismissing any arbitration demand filed without compliance. Upon a showing of good cause by an individual claimant, including illness, disability, or other extenuating circumstances that prevented the claimant’s timely participation, the court identified in subsection (h) may excuse the claimant’s noncompliance with the participation requirement of this subsection, or extend the time for the claimant to participate, solely as to that claimant’s dispute and solely to the extent necessary to address the circumstances shown. Any such relief shall not affect the application of this subsection to any other Coordinated Demand. All applicable statutes of limitations, contractual limitations periods, and similar time-based defenses shall be tolled with respect to each dispute from the date a compliant Notice of Dispute is delivered until the expiration of the Negotiation Period as to that dispute, so that no claimant is prejudiced by compliance with this subsection.

(b) Staged Filing: Following expiration of the Negotiation Period under subsection (a) as to the relevant disputes, 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.

(c) 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 (the “Meet-and-Confer Period”) regarding the global resolution of the remaining Coordinated Demands, including consideration of the bellwether outcomes, common factual or legal findings, and appropriate settlement frameworks.

(d) Continuation: if the parties do not reach a global resolution within the Meet-and-Confer Period described in subsection (c), the remaining Coordinated Demands shall proceed to arbitration in successive batches of no more than the greater of two (2) demands or 10% of the total Coordinated Demands at a time. No batch shall be filed or advanced until the immediately preceding batch has concluded, and no more than one batch shall be pending at any time. 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 consider and give appropriate weight to bellwether findings. The parties shall continue to meet and confer in good faith between batches.

(e) Relief Valve: notwithstanding the staging and batching procedures set forth above, if any Coordinated Demand held in abeyance under this section has not been permitted to advance to arbitration within eighteen (18) months after a compliant Notice of Dispute was delivered for that demand, the claimant asserting that demand may, at the claimant’s election, proceed with that demand individually on demand, and the abeyance, staging, and batching limitations of subsections (b) through (d) shall no longer apply to that demand. JAMS may, upon application by either party and based solely on the number of Coordinated Demands and the reasonable time required to administer them in an orderly manner, extend this eighteen (18) month period with respect to demands that have not yet advanced, provided that in no event shall any Coordinated Demand be held in abeyance under this section for longer than twenty-four (24) months after a compliant Notice of Dispute was delivered for that demand. This subsection ensures that no claimant is subject to unreasonable delay and provides a mechanism for relief in the event that the staged procedures do not result in the timely advancement of a claimant’s dispute.

(f) 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.

(g) Filing Fee Assessment: no filing fees, administrative fees, arbitrator compensation, or 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.

(h) 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 pre-arbitration negotiation, staging, and batching procedures. Such an application shall not be deemed a waiver of the arbitration requirements of these Terms.

(i) 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.