By signing up for Magistral messaging service and using this service you (a Customer of Magistral service) fully agree and accept these terms and conditions and irrevocably grant Magistral (Severedge GmbH) the rights indicated herein:
1.1. Application. Means a software that customer developed to use with the Magistral Service according to this Agreement. An Application consists of a client-side software (SDK) that resides on the end user's device and server-side software that will reside on Magistral servers.
1.2. Customer Data, Content. Means Customer’s digital content, text, tags, images, audio and other digital forms of data, that could be transmitted in form of messages from an Application or published in www.magistral.io web-site.
1.3. Client software. Includes software libraries and APIs that may be integrated into customer’s Application. Provides a scalable, real-time interface allowing developers to build applications and transmit allowable with this Agreement data without necessity to manage server-side infrastructure.
1.4. Documentation. Means descriptive information with instructions and examples how to use Magistral Service. Available at www.magistral.io/docs.html
1.5. Magistral, Magistral Service. Means the messaging service that Severedge GmbH company provides to its customers, which include, without limitation, the hosting of the server-side software on company's Cloud-based servers.
1.6. Magistral Pricing Page. Means the website page located at www.magistral.io/pricing.html and which includes the detailed information about offerings, including associated price.
1.7. Magistral Customer Management Panel. Means the personalized password-protected section of the Magistral website which allows Customer to configure account settings, purchase or change subscriptions, configure and control usage of available resources.
1.8. Message. Means digital data packet that is sent through the Internet and processed by Magistral Service. Magistral only counts sent messages, neither consumed by Client software (SDK) nor generated by Presence, Geo-Tracking or Real-time Analytics services.
1.9. Reproduce. Means to make copies, duplicate, make reverse engineering, attempt to recreate or recreate any piece of Magistral server-side or client-side software.
1.10. SDK. Means client-side software or client software, that provides interface to transmit digital data through the Magistral Service.
2.1. You must provide accurate and complete registration information when you sign up to use the Magistral Service. You are responsible for keeping in secret your IDs, keys and passwords for any use of your account. If you become aware of any unauthorized use of your credentials or of your account, you agree to notify Magistral immediately.
2.2. Your use of the Magistral Service must comply with all applicable laws and regulations, including laws regarding the export of data or software. You agree not to use the Service for design, development, production and use of missiles or chemical/biological weapons.
2.3. You agree not to (a) access or attempt to access the administrative interface of the Magistral Service by any means other than through the interface and with the credentials provided by Magistral Service (b) engage in any activity that interferes with or disrupts the Magistral Service.
Subject to compliance with the terms and conditions of this Agreement, Magistral grants to Customer solely during the term of this Agreement, a non-exclusive, non-transferable, revocable license, without rights to sublicense, reproduce and distribute Magistral SDK software and API together with customer Applications. Usage of Magistral Service shall be limited to the subscription plan selected in purchase order confirmation.
Magistral has a non-exclusive, non-transferable and non-revocable, worldwide, perpetual license to collect, process, analyze and use statistical data for the development, optimization, and scaling the Magistral Service.
Restrictions. The License grant under this Agreement does not permit Customer or a third party (directly or indirectly, in whole or in part) to: (a) make reverse engineering, deriving the source code from or create derivative works of Magistral Service software and any portion of client SDKs. (b) sublicense, distribute or pledge the Magistral Service, (c) remove any identification marks, patent, trademark, copyright, or other notice from the Magistral Service or Client Software; (d) attempt to get unauthorized access to the Magistral Service and customer’s data; (e) use the Magistral Service in connection with any activity which may result property damage, severe body injuries or death; and (f) use the Magistral Service in any manner that violates law, regulations or any other legal requirements imposed by any regulatory or government agency or political federal, state, local, or foreign subdivision.
4.1. You understand that all information (such as data, messages, text, tags, software, audio files or other sounds, photographs, videos, images or other visual information) to which you may have access as part of, or through your use of, the Magistral Service are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content". The term "Content" shall specifically exclude the web application you create using the Service and any source code written by you to be used with the Service (collectively, the "Application").
4.2. You must not use the Magistral Service for any illegal purpose transferring Content that you don't have the right to transfer (unless you have the owner's permission), transmit any unsolicited or unauthorized ads, junk messages, spam, chain letters or any other form of solicitation.
4.3. We reserve the right (but no obligation) to pre-screen, analyze, label, filter, alter, refuse or remove any or all Content from the Service. You agree to immediately take down any Content that violates the Acceptable Use Policies. In case you elect not to comply with a request from Magistral refusing to take down certain Content, Magistral reserves the right to terminate the Application and delete associated Content.
4.4. You agree that Magistral has no responsibility or liability for the deletion or failure to store any Content transmitted via the Service. You further acknowledge that you are solely responsible for securing and backing up your Application and any Content.
The Magistral software (source code), documentation, customer listings, business plans, investors, future offerings and products, pricing, including the fees paid hereunder, user identifiers and passwords shall be deemed confidential Information without any need to designate such information as confidential. You agree to keep confidential and not use other than in the performance of this Agreement or disclose to a third party any information that you know or reasonably should know is confidential to Magistral.
To the extent you provide Magistral with any suggestions, information, ideas, or feedback concerning any of the Magistral Software or Services, including but not limited to, a report of any errors which you discover while using the Service or any related documentation, such feedback will be the property of Magistral. You agree to assign, and hereby assign, all right, title, interest and the related intellectual property rights, to Magistral and agree to assist us in perfecting and enforcing these rights.
7.1. Magistral charges a fee for use of the Service and you agree to pay all fees. All fees are non-refundable and, unless otherwise stated, in Euro. All fees and taxes and other charges will be billed to your credit card. You hereby authorize Magistral to charge your credit card. There will be no refunds or credits for partial months of service, upgrades, or unused months.
7.2. Magistral reserves the right to deactivate your access to the Service for failure to pay applicable fees. You agree to promptly execute payments and in the event you fail to pay any amount when due, we may suspend or terminate your access to the Service.
7.3. Until your subscription is active and not terminated by your or Magistral (pursuant to section 8) it will renew automatically. You must cancel subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card.
7.5. You may not use different accounts and Applications to act as a single Application or access the Service in a manner intended to avoid incurring fees.
7.6. No Refunds will be given.
The term of this Agreement begins upon your registration and acceptance of this Agreement and may be terminated as set forth in 8 (a), 8 (b) and 8(c):
a. Termination by Customer. The Customer may terminate the Agreement and use of the Service by sending an email to firstname.lastname@example.org. Customer must terminate this Agreement and the Service Period at least fourteen (14) days prior to the completion of the current month (“Cancellation Period”). The Agreement and Service subscription termination will be effective as of the first day of the following month. If cancellation is later than the Cancellation Period, Customer will be charged for one additional month according to Service subscription plan.
b. Termination by Magistral. We may terminate or suspend the Website or any part of the Website, terminate or suspend your use of the Website, block any IP address, or remove any of your User Content at any time without cause without any liability to you.
c. Termination for violation of Terms of Service. We may terminate or suspend your permission to use the Service immediately and without notice upon any violation of these Terms of Service, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities. If we terminate your use of the Service for any of these reasons or otherwise for cause, we will not refund any fees you may have paid.
Upon any termination we may delete your account, passwords and data, and we may bar you from further use of the Website and/or Service.
THE MAGISTRAL SERVICE IS PROVIDED TO YOU AS IS AND WITHOUT WARRANTY THAT:
1. THE WEBSITE OR ANY PRODUCTS PURCHASED THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS;
2. THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR
3. THAT THERE WILL BE NO ERRORS IN THE SERVICE OR THAT MAGISTRAL WILL FIX ANY ERRORS. ANY MATERIALS OBTAINED THROUGH USE OF THE SERVICE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND MAGISTRAL SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SOFTWARE OR ANY CONTENT OBTAINED FROM THE WEBSITE.
NONE OF THE COMPANY SOFTWARE AND SERVICES IS COMPLETELY FAULT TOLERANT. THEY ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT MACHINES, WEAPONS SYSTEMS OR ANY OTHER APPLICATION IN WHICH ITS FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR PHYSICAL OR ENVIRONMENTAL DAMAGE.
TO THE FULLEST EXTENT PERMITTED UNDER LAW, MAGISTRAL AND ITS AFFILIATES, SUPPLIERS AND PARTNERS SHALL HAVE NO OBLIGATION OR LIABILITY TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (INCOME, REVENUE, PROFITS), DAMAGES FOR GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
MAGISTRAL LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS TO YOU OR ANY THIRD PARTIES UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED MAXIMUM AMOUNT OF AMOUNT OF THE FEES PAID BY CUSTOMER TO MAGISTRAL.
Customer agrees to indemnify and hold harmless Magistral and its officers, subsidiaries, affiliates, agents, employees, advertisers, licensors or partners from and against any claim, demand, losses, damages or expenses (including reasonable attorney's fees) arising from and against any third party claim arising from or in a way related to (a) your breach of the Terms, (b) modifications or alterations to the Magistral Service, (c) your violation of applicable laws, rules or regulations in connection with the Service, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney's fees, of every kind and nature.
magistral.io word mark (registered 22/12/2015, registration № 014106405) and figurative mark (registered 12/11/2015, registration № 014101241) are registered trademarks of Severedge GmbH or its affiliates in the EU.
Customer acknowledges and agrees that the Magistral Service, SDKs, Magistral trademarks, and all proprietary rights contained therein, as well as any modifications, enhancements or derivative works relating thereto, are and will remain the exclusive property of Magistral or its licensors.
13.1. These Terms constitute the whole legal agreement between you and Magistral and govern your use of the Service and completely replace any prior Agreements in relation to the Service.
13.2. All notices related to this Agreement shall be in writing. Notices will be effective if dispatched by hand (which shall be deemed given upon delivery), e-mail, or reliable overnight delivery service (which shall be deemed given on business day after mailing), unless otherwise stated in this Agreement, sent to the CEO of Magistral, to address as specified on www.magistral.io (if adressed to Magistral), or, if adressed to the Customer, to the address indicated by the Customer during online registration, unless otherwise indicated by a party subject to the requirements of this subsection.
13.3. Except for payment for fees due hereunder, neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under this Agreement due to any act of public enemy, terrorism, war, riot, flood, civil commotion, severe weather conditions, unplanned system downtime, or any other cause beyond the reasonable control of the party delayed.
13.4. If Magistral provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
13.5. This Agreement shall not be interpreted to create an agency or consignment relationship, and neither party is a partner, employee, agent or joint venture. Neither party may make any contracts, warranties or representations or assume or create any other obligations, express or implied, in the other party’s name or on its behalf.