MAGNAVIS Terms of Service

Version 1.2 — Effective September 15, 2026

These Terms govern access to MAGNAVIS (the Provider). MAGNAVIS is not a separate contracting party unless a signed Order Form expressly says otherwise.

1. Business use and accounts

The Service is offered for authorized business recruiting and workforce-intelligence use. You represent that you may bind the organization for which you use the Service, will provide accurate account information, protect credentials, and remain responsible for activity under your account.

2. License and restrictions

Subject to these Terms and payment of applicable fees, Provider grants a limited, non-exclusive, non-transferable right to use the Service during the applicable term. You may not unlawfully access, scrape, disrupt, probe, reverse engineer, resell, or use the Service or its output to create a competing service, except where a restriction is prohibited by law.

3. Customer data and instructions

As between the parties, your organization retains its rights in data it submits or directs Provider to process (Customer Data). You grant Provider the limited rights necessary to provide, secure, and support the Service as permitted by the applicable agreement and law. Customer Data may be used to improve models or services only with separate express authorization. You are responsible for notices, permissions, lawful basis, source quality, and instructions for Customer Data.

4. AI-assisted features

AI-assisted outputs are decision support, may be incomplete or inaccurate, and must be reviewed by a qualified person before use. Do not use an output as the sole basis for a hiring, employment, housing, credit, or other decision producing legal or similarly significant effects. External model processing occurs only where the feature is enabled for the applicable environment. The AI Policy and any signed AI Use Addendum apply.

5. Beta and evaluation services

Features identified as beta, preview, evaluation, or pre-release may change or be discontinued, may contain defects, and are provided without a production service-level commitment unless a signed agreement expressly states otherwise. Do not use them for autonomous or safety-critical decisions.

6. Provider technology and feedback

MAGNAVIS and its licensors retain their respective rights in the Service, software, models, rules, methods, documentation, designs, improvements, and associated MAGNAVIS name and goodwill. Feedback may be used without restriction or payment, but Provider will not identify you publicly as its source without permission.

7. Confidentiality

Each party will protect the other's non-public information using reasonable care and use it only for the relationship. These duties do not cover information lawfully public, already known without duty, independently developed, or rightfully received from another source. Legally compelled disclosure is permitted after notice where lawful.

8. Suspension and termination

Provider may suspend access reasonably necessary to address security, legal, nonpayment, abuse, or material service risk. Either party may terminate as stated in an Order Form or, if none, Provider may end a free evaluation on notice. Customer Data export and deletion are governed by the applicable Order Form or DPA and Provider's then-current documented capabilities.

9. Warranties and disclaimers

Provider warrants that paid Services will materially conform to applicable documentation and will reperform or correct a verified nonconformity as the exclusive warranty remedy. Except for that limited warranty, and to the maximum extent permitted by law, the Service and all beta or AI output are provided as is and Provider disclaims implied warranties, including merchantability, fitness for a particular purpose, noninfringement, and any guarantee of outcomes, accuracy, availability, or legal compliance by the customer.

10. Liability

To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages, or lost profits, revenue, goodwill, or data. Each party's aggregate liability arising from the Service will not exceed fees paid or payable for the affected Service during the twelve months before the event giving rise to liability. A signed agreement may state different caps. These limits do not apply where prohibited by law and do not create personal liability for a party's members, shareholders, officers, directors, employees, or agents.

11. Indemnity and responsibility

You will defend and indemnify Provider and its affiliates, licensors, personnel, and representatives from third-party claims arising from unlawful Customer Data or instructions, unauthorized communications, misuse, or your employment or other regulated decisions. Any Provider IP indemnity is available only if expressly included in a signed agreement and is subject to its limits and exclusions.

12. Governing law; notices

Unless a signed agreement states otherwise, Texas law governs without regard to conflict rules, and exclusive venue lies in state or federal courts located in Texas, subject to counsel-confirmed venue in the final GA contract. Legal or privacy notices may be sent to info@middletonadvisorygroup.com.

13. Contract precedence and changes

If your organization has a signed agreement with Provider covering the Service, that agreement controls to the extent it expressly conflicts with these online Terms. A purchase order adds no terms. Provider may publish updated online terms prospectively; a material revision requires the acceptance or notice process stated in the applicable agreement.