These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer" or "you") and MagicSpec ("Company," "we," or "us"). These Terms govern your access to and use of the MagicSpec platform ("Platform") available via our website ("Website"). By accessing or using the Platform, or executing an Order Form referencing these Terms, you agree to be bound by them.

1. License Grant: Subject to your compliance with these Terms and any applicable Order Form, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the Platform to build, run, and deploy magic specs and resulting applications for your personal or commercial purposes.
2. Modifications: We may update or modify the Platform, including adding or removing features, or discontinue the Platform in whole or in part, at our sole discretion. We will notify you of material changes via the Website, Platform, or email.
3. Usage Limits: Your use of the Platform is subject to limitations based on your subscription tier, including the number of API calls and spec executions per month. Usage is billed on successful executions. Overage fees apply if you exceed your plan's included executions.

1. We may offer trial or beta versions of the Platform ("Trial Services" or "Beta Services"). These are provided "as-is" without warranties, and may contain bugs or be incomplete.
2. Trial and Beta Services are subject to these Terms. Our liability for Trial and Beta Services is limited to $100.

1. Registration: You must create an account to use the Platform. You agree to provide accurate and complete information and keep it updated.
2. User Responsibility: You are responsible for all activity under your account. You agree to maintain the confidentiality of your login credentials and prevent unauthorized access.
3. SSO Access: You may register using Single Sign-On (SSO) providers such as Google. You authorize us to access necessary information from those services as permitted.

1. Ownership: You retain ownership of all content, input, and data you submit ("Customer Data"). You own your magic specs and generated output/code (“Generated Output”) created using the Platform. Due to the nature of generative AI, similar outputs may be produced for other users.
2. License: You grant us a limited license to process Customer Data and generate applications solely for the purpose of operating the Platform and providing our services.

1. Platform IP: We own all rights, title, and interest in and to the Platform, Website, and all related intellectual property, excluding your Customer Data and Generated Output.
2. Restrictions: You agree not to (i) reverse engineer or attempt to extract source code; (ii) misuse the Platform; (iii) resell access without permission; or (iv) use the Platform in prohibited or high-risk activities.

Your use of the Platform is subject to our Privacy Policy located at /docs/pages/legal/privacy.

1. Fees: You agree to pay all fees associated with your subscription as outlined in your Order Form or on our Pricing Page.
2. Taxes: Fees are exclusive of taxes. You are responsible for all applicable taxes except those based on our income.
3. Payment Terms: Payments are due in advance, either monthly or annually. Late payments may incur interest or suspension of access.

1. Each party agrees to protect the other's confidential information with reasonable care and use it only for purposes of fulfilling these Terms.
2. Confidentiality obligations remain in effect for five (5) years after termination of these Terms.

1. Term: These Terms remain in effect until your subscription ends or is terminated.
2. Termination for Cause: Either party may terminate if the other breaches and fails to cure within 30 days.
3. Termination by You: You may cancel your subscription with 30 days' notice before renewal. Termination will take effect at the end of the current billing cycle.
4. Effects of Termination: Upon termination, your access to the Platform will cease. You may request your Customer Data within 15 days of termination. We may delete it thereafter.

The Platform is provided "as-is" without warranties of any kind. We do not guarantee the Platform will meet your requirements or be error-free. Use of third-party services is at your own risk.

To the fullest extent permitted by law, our total liability for any claims arising out of these Terms is limited to the amount paid by you in the 12 months prior to the event giving rise to the claim. We are not liable for indirect, incidental, or consequential damages.

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from your misuse of the Platform, your Generated Output, or your violation of these Terms.

1. Governing Law: These Terms are governed by the laws of the State of New York.
2. Dispute Resolution: Disputes shall be resolved in the courts located in New York County, NY.
3. No Waiver: Failure to enforce any provision shall not constitute a waiver.
4. Entire Agreement: These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between you and the Company.
5. Force Majeure: Neither party is liable for delays or failure to perform due to causes beyond their control.
6. Assignment: You may not assign your rights or obligations without our prior written consent.