November 2018, Version 1.0
Welcome, and thank you for your interest in Mag[Py].
Terms of Service
This is a binding contract. Please read it carefully before using Mag[Py].
These Terms of Service (the “Terms”) are an important contract between us and you:
The preceding points 1 and 2 in addition to the Terms of Service and all Policies apply during the Evaluation Period (“Evaluation Period”). During the Evaluation Period, Mag[Py] grants you a non-exclusive, revocable and non-transferable right to use Mag[Py] Services solely for the purpose of evaluating the suitability of Mag[Py] Services for internal business purposes only.
Mag[Py] has several policies (the “Policies”) that form part of these Terms:
The “Agreement” refers to these Terms and the Policies together.
The general idea of this Agreement is that we grant you a license to use the Services, and in return you pay us and agree to abide by our Terms and Policies. Your failure to abide by your obligations under these policies constitutes grounds for suspension or termination of your account and revocation of your access to the Services.
In this Agreement:
· “Mag[Py],” “we,” and “us” means MAGPY S.R.L.
· The “Services” means the Mag[Py] services, including Rhea, [Py]Lot, and any other platforms, APIs, interfaces, related web sites, networks, embeddable widgets, downloadable software, and other services we provide.
· Section 21 contains more defined terms
You acknowledge and agree that, as provided in greater detail in this Agreement:
This Agreement takes effect when you click an “I Accept” button or checkbox presented with these terms, sign a contract that incorporates these terms by reference, or, if earlier, when you use any of the Services (the “Effective Date”).
You must be at least eighteen (18) years of age to use the Services. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization. Mag[Py] may, in its sole discretion, refuse to offer the Services to any person or entity, and may change its eligibility criteria at any time.
To access the Services, you must create a Mag[Py] user account. You may also need to create a Mag[Py] organization account, if one does not exist already.
When you register for the accounts, you may be required to provide us with some information about yourself, such as your phone number or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate at all times. You are responsible for all activities that occur under your accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You may create additional user accounts for users within your organization only via functionality provided to you via the Mag[Py] platform.
Each Mag[Py] user account is protected by credentials. You are responsible for maintaining the security of your credentials. Mag[Py] and our affiliates are not responsible for unauthorized access to your account, except to the extent caused by our breach of this Agreement.
If you do not abide by your obligations, or if you violate our Acceptable Use Policy, we may determine your account to be not in good standing and may take Remedial Action pursuant to Section 5. Good standing is determined at Mag[Py]’s sole discretion.
MAG[PY] RESERVES THE RIGHT TO DISABLE ANY USER’S ACCESS TO ANY PART OF THE SERVICE, AND TO TERMINATE ANY USER’S ACCOUNT.
You may terminate your account and this Agreement at any time in accordance with Section 11.
A. Your obligations. Your obligations include, but are not limited to, the following:
B. Unauthorized uses. You will not violate, and will not allow third parties under your control to violate, our Acceptable Use Policy or other policies.
B. Your users’ privacy. You are responsible for protecting the privacy and legal rights of your End Users. Your obligations include but are not limited to:
We provide support to help you with these responsibilities. Please see our support resources, and our Support Policy.
A. Payments and pricing. You incur fees and charges based on your use of the Services. We bill as indicated in the Mag[Py] Billing Policy or your Purchase Order, as applicable. We may invoice you more frequently if we determine that your account is at risk of non-payment. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason.
All amounts payable are denominated in European Union Euros, and you agree to pay all such amounts in European Union Euros.
We may change our Billing Policy. In the event we do so, we will give you 30 days notice before the beginning of the billing cycle during which the revised policy will be applied.
Late payments may bear interest at the rate of 8.0% plus European Central Bank rate (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all reasonable expenses and attorney’s fees we incur collecting late payments. We reserve the right to discontinue the provision of the Services to you for any late payments.Fees are based on our measurements of your use of the Services. Our determination is final. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). To the fullest extent permitted by law, refunds (if any) are at our discretion and only in the form of credit for the Services. Nothing in this Agreement obligates Mag[Py] to extend credit to any party
B. Taxes. You are responsible for paying all taxes and government charges and will pay us for the Services without any reduction. In the event that Mag[Py] is obligated to collect or pay taxes, those taxes will be invoiced to you, unless you provide us with a timely and valid tax exemption certificate issued by the appropriate authority for each jurisdiction in which you claim exempt status, as well as any other supporting documents needed to process your request.If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
Under some circumstances, you are obligated to suspend or remove an Application or Containerized Services from the Services and take remedial measures, such as if your Application is compromised and is being used to violate our Acceptable Use Policy.
addition to your obligations, we reserve the right to suspend your account,
suspend your access or your End Users’ access to the Services, and/or suspend
or remove an Application or Containerized Service (take “Remedial Action”). Our right to
take Remedial Action is in addition to our right to terminate this Agreement
pursuant to Section 11.
Your obligations. If you become aware that any Application or End User’s use of an Application or data violates the Acceptable Use Policy, you will immediately suspend that Application, remove the applicable data, or suspend access to that End User, whichever may be applicable to remedy the violation. If you fail to remedy the violation on your own, we will make a specific request that you do so. If you do not remedy the violation within the time period specified in our request (in no case later than 24 hours), we may take Remedial Action.
We reserve the right to take Remedial Action if you are in breach of this Agreement, including if you are delinquent on your payment obligations by more than 15 days.
B. Our obligations. We will always try to resolve Acceptable Use issues within a mutually acceptable timeframe. We reserve the right to take unilateral Remedial Action at any time, however, to enforce our policies and ensure the safety and security of our customers and their users. If we take Remedial Action without prior notice, we will provide the reason to you as soon as is practically possible.
C. Effect of Remedial Action. If we take Remedial Action:
A. Content. As between you and Mag[Py], you own Your Content. You are solely responsible for the development, operation, maintenance, and use of Your Content. For example, you are solely responsible for:
You represent and warrant to us that:
B. Proprietary rights. In general, except as expressly set forth below in Sections 8 and 9, this Agreement does not grant either party any rights, implied or otherwise, to the other’s Content or any of the other’s intellectual property. As between the parties, you own all intellectual property rights in your Applications and customer data, and we own all intellectual property rights in the Services.
Notwithstanding that general principle:
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Mag[Py] Services, please notify us immediately, as set forth in the European Union Copyright Directive (“EUCD”) and/or Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the EUCD and/or DMCA, you must provide the following information in writing:
Submit the above information to:
Attn: EUCD and DMCA Notices
Via Caccia 35
Udine, 33100, Italia
Mag[Py] will promptly terminate without notice the accounts of users that are determined by Mag[Py] to be “repeat infringers.“ A repeat infringer is a user who has been notified of infringing activity or has had Content removed from the Service at least twice.
This procedure is exclusively for notifying Mag[Py] that your copyrighted material has been infringed. This policy is intended to protect and comply with Mag[Py]’s rights and obligations under the EUCD and/or DMCA, but does not constitute legal advice. You should contact an attorney for counsel regarding your specific legal rights and obligations.
A. License to access and use the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. This license is valid only during the term of this Agreement, and is revoked upon termination. This license is subject to the following restrictions:
B. Our trademarks. Mag[Py] hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Mag[Py] trademarks for the sole purpose of promoting or advertising that you use the Mag[Py] Services. This licenses shall be exercised only in accordance with the current version of our Trademark Policy. You agree that all goodwill generated through your use of the Mag[Py] trademarks shall inure to the benefit of Mag[Py].
You hereby grant us a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, host, store, transfer, modify for the purpose of formatting for display, and distribute any Application and/or data (including Your Content) for the sole purpose of enabling us to provide you with the Services.
You acknowledge and agree that the form and nature of the Services which Mag[Py] provides may change from time to time without prior notice, subject to the terms in Section 5. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to the Billing Policy, security patches, added functionality, and other enhancements.
The license granted in this Agreement will remain in effect, unless terminated earlier as set forth in this Agreement. Sections 6 (Intellectual Property), 11 (this Section), 13 (Indemnification), 14 (Exclusion of Warranties), 15 (Limitations of Liability), 18 (Governing Law), 19 (Dispute Resolution and Arbitration), and 20 (General Terms) shall continue to be effective after this Agreement is terminated.
Unless you have a purchase order or other contractual commitment to Mag[Py]:
Under the Evaluation Period: This Agreement commences on the Effective Date of and continues for a period of 30 days thereafter, unless upgraded or terminated sooner as set forth in this Agreement.
YOU ARE SOLELY RESPONSIBLE FOR EXPORTING YOUR CONTENT FROM THE SERVICES PRIOR TO CLOSING YOUR ACCOUNT. IF WE CANCEL YOUR ACCOUNT, WE WILL PROVIDE YOU A REASONABLE OPPORTUNITY TO RETRIEVE YOUR CONTENT, AS PERMITTED BY LAW.
You will not receive any refunds if you terminate this Agreement. If the Agreement is terminated, all of your rights under this Agreement immediately terminate and all fees and charges (including any applicable taxes) owed by you to us are due immediately, including fees and charges for in-process tasks completed after the date of termination.
We reserve the right, at our discretion, to change these Terms, as well as the Policies, on a going-forward basis at any time.
If the changed Terms or Policies materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms or Policies, as applicable. If we require your acceptance of the changed Terms or Policies, changes are effective only after your acceptance.
In the event that a change to these Terms or Policies does not materially modify your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Services, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. These changes are effective upon publication of the changed Terms or Policies.
If you do not accept the changed Terms or Policies, we may terminate your access to and use of the Services. If you are under contractual commitment to Mag[Py], we may choose not to renew your contract.
Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect between the parties at the time the dispute arose.
You agree that you will be responsible for your use of the Services, and if you harm someone or get in a dispute with someone else, we will not be involved. You agree to defend and indemnify Mag[Py] and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the ”Mag[Py] Entities“) from and against every third-party claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of that claim. The assumption of such defence or control by us, however, shall not excuse any of your indemnity obligations.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAG[PY] DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. MAG[PY] IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP YOUR APPLICATION AND CUSTOMER DATA, EXCEPT WHERE BACKUP OR SECURITY CONTROLS ARE EXPRESSLY PROVIDED AS FEATURES OF THE SERVICES. MAG[PY] DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE, TIMELY, OR UNINTERRUPTED. MAG[PY] DOES NOT WARRANT THAT THE SERVICES WILL BE SECURE, EXCEPT AS EXPRESSLY DOCUMENTED. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. YOU UNDERSTAND THAT YOU USE THE SERVICES AT YOUR OWN DISCRETION AND RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE MAG[PY] ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
IN NO EVENT WILL THE MAG[PY] ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MAG[PY] ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE MAG[PY] ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID BY YOU TO MAG[PY] FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The foregoing limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s intellectual property rights by the other party, or indemnification obligations.
We will provide technical support to you pursuant to our Support Policy. Custom Service Level Agreements or support agreements may be available.
As with any cloud service, you have ongoing security responsibilities to protect Your Content and your Mag[Py] Containerized Services. You hereby agree to the terms of our Security Policy.
This Agreement is governed by the laws of the city of Udine in the region of Friuli-Venezia Giulia, Italy, without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then, unless another location is expressly specified in this Agreement, you and Mag[Py] agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Udine, in the region of Friuli-Venezia Giulia, for the purpose of litigating any dispute. You and Mag[Py] agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
A. Generally. In the interest of resolving disputes between you and Mag[Py] in the most expedient and cost effective manner, you and Mag[Py] agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MAG[PY] ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
B. Exceptions. Despite the provisions of Section 19(A), we both agree that nothing in Agreement will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
C. Arbitrator. In accordance with the UNCITRAL Model Law on International Commercial Arbitration 1985 (UNCITRAL Model Law), any arbitration between you and Mag[Py] is regulated by Legislative Decree No. 5/2003, and the Italian Public Procurement Code of 2016 provides specific regulations concerning arbitration proceedings in public works matters. The UNCITRAL Rules and filing forms are available online at www. uncitral.org, or by calling the UNCITRAL at 43-(1) 26060-4060.
D. Notice. Process: A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or courier delivery service (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”). Mag[Py]’s address for Notice is:
Via Caccia 35
Udine, 33100, Italia
The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (”Demand“). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Mag[Py] may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Mag[Py] must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favour, Mag[Py] will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Mag[Py] in settlement of the dispute prior to the arbitrator’s award; or (iii) €1,000.
E. Fees. If you commence arbitration in accordance with this Agreement, any arbitration hearing will take place at a location to be agreed upon in the city of Udine, in Friuli-Venezia Giulia, Italy. If the claim is for �10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; or (b) through a non-appearance based telephone hearing. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then you agree to reimburse Mag[Py] for all monies incurred as a result of the arbitration process. Furthermore, you are responsible for the payment of any monies that are ruled to be your obligation to Mag[Py] under the UNCITRAL Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the preceding and upon request from either party made within 14 days of the arbitrator�s ruling on the merits.
F. No Class Actions. YOU AND MAG[PY] AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Mag[Py] agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
G. Modifications. If Mag[Py] makes any future change to this arbitration provision (other than a change to Mag[Py]’s address for Notice), you may reject the change by sending us written notice within 30 days of the change to Mag[Py]’s address for Notice, in which case your account with Mag[Py] will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, will survive.
H. Enforceability. If Section 19(F) is found to be unenforceable or if the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 18 will govern any action arising out of or related to this Agreement.
A. Notices. All notices to Mag[Py] must be in writing and addressed to firstname.lastname@example.org. Notice will be treated as given on receipt as verified by written automated receipt or by electronic log (as applicable).
You agree that Mag[Py] may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Mag[Py] Services. By providing Mag[Py] your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
B. Assignment. You may not assign any part of this Agreement without our written consent. Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under this Agreement, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
C. Force Majeure. Mag[Py] shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
D. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
E. No Waiver. You agree that any delay or failure of Mag[Py] to exercise or enforce any legal right or remedy which is contained in this Agreement (or which we have the benefit of under any applicable law), for any reason, does not constitute a formal waiver of our rights and that those rights or remedies will still be available to us.
F. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
G. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless expressly stated.
H. Equitable Relief. Subject to Section 19 (Dispute Resolution and Arbitration), nothing in this Agreement will limit either party’s ability to seek equitable relief.
I. Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
J. Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are hereby incorporated by this reference. After the Effective Date, Mag[Py] may provide you with an updated URL in place of any URL in this Agreement.
K. Interpretation of Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: this Agreement, and the terms located at any URL.
"Acceptable Use Policy” means the policy currently available at https://www.magpy.io/legal, as it may be updated by us from time to time.
“Application” means an application you are running as a Mag[Py] Containerized Service.
“Mag[Py] Marks” or “Marks” mean any trademarks, service marks, service or trade names, logos, and other designations of Mag[Py] and its affiliates that we may make available to you in connection with this Agreement.
“Mag[Py] Site” means https://www.magpy.io, http://www.magpy.io, any subdomain owned or operated by Mag[Py], and any successor or related site designated by us.
“Billing Policy” means the policy currently available at https://www.magpy.io/legal, as it may be updated by us from time to time.
“Content” means software, data, text, audio, video, images or other content.
“Containerized Service(s)” means your Mag[Py] database and its application containers.
“End User” means any individual or entity that directly or indirectly through another user:
The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Mag[Py] account, rather than your account.
“High Risk Activity” means any activity where the failure of a supporting computer system could lead to death, personal injury, or severe physical or environmental damage, such as the operation of nuclear facilities, aircraft navigation, or direct life support systems.
“Remedial Action” means our right under this Agreement to suspend your access or your End Users’ access to the Services, and to suspend or remove an Application, in the event that this Agreement is breached.
“Security Policy” means the policy currently available at https://www.magpy.io/legal, as it may be updated by us from time to time.
“Shared Environment” means a Mag[Py] environment running on networks and hosts that are shared between Mag[Py] customers.
“Support Policy” means the policy currently available at https://www.magpy.io/legal, as it may be updated by us from time to time.
“Trademark Policy” means the policy currently available at https://www.magpy.io/legal, as it may be updated by us from time to time.
“Your Content” means Content you or any End User (a) runs on the Services, (b) causes to interface with the Services, or (c) uploads to the Services under your account or otherwise transfers, processes, uses, or stores in connection with your account.
HIPAA and PHI in Relation to Mag[Py] Products
You understand and acknowledge that Mag[Py] stand alone or Containerised Services or systems are NOT configured to receive and store personal health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”) and that Mag[Py] is NEITHER a “Covered Entity” NOR a “Business Associate,” as those terms are defined in HIPAA. As such, you agree not to use the service or provide access to or submit any PHI to Mag[Py] when requesting technical and/or support services, in either case, to, directly or indirectly, submit, store or include any PHI as part of the Company Data. Mag[Py] reserves the right to terminate this Agreement by cancelling your account or any portion of your access to the Services immediately, and without notice, if you are found to be in violation of this Section.