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Legal

Effective date: October 18, 2019

Developer API & SDK License Agreement

BY CLICKING ON THE “ACCEPT” OR “”SUBMIT” BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU,” “YOUR,” “YOURS” OR “LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY THIS Magic API/SDK LICENSE AGREEMENT, ANY ADDITIONAL TERMS INCORPORATED BY REFERENCE HEREIN, TERMS WITHIN THE ACCOMPANYING API DOCUMENTATION, AND ANY RELATED APPLICABLE POLICIES AND GUIDELINES WE MAY MAKE AVAILABLE FROM TIME TO TIME (COLLECTIVELY, THE “AGREEMENT”), AND HEREBY REPRESENT THAT YOU ARE AUTHORIZED TO BIND LICENSEE.

YOUR DOWNLOAD OR CONTINUED USE OF THE SDK OR API (EACH AS DEFINED BELOW) WILL CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON OR IMMEDIATELY CEASE THE DOWNLOAD OR USE, AND YOU WILL HAVE NO RIGHT TO USE THE SDK OR API. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE ALL OF THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY OR PARTICIPATION IN A CLASS ACTION LAWSUIT.

  1. Subject to full compliance with the terms of this Agreement, Magic Labs, Inc. (“we,” “us” “our” or “Magic”) hereby grants you a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to access and use our application programming interface located at api.magic.link and related information and documentation (collectively, the “API”) and our API Software Development Kit (“SDK”) but only to build software applications (each an “App”) that communicate with our proprietary blockchain development platform service or other services that we may provide through the API (the “Service”). Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Agreement, the open source license instead sets forth your agreement with Magic for the applicable open source software.

  2. Subject to full compliance with the terms of this Agreement, we hereby grant you a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to distribute those components of the SDK we identify as “distributable” but only in object code form, as part of an App.

  3. Except as expressly authorized herein, you will not disclose (or allow access to) the API or SDK (or any information derived from them) or any other confidential information provided to you to any third party and will limit access to the API and SDK (and any derived information) to your employees who are developing the App. In support of this obligation, you will apply at least the same security that you use to protect your own most confidential information. You will not reverse engineer any aspect of the API or SDK or permit anyone else to do so (except to the limited extent this restriction is expressly prohibited by applicable law).

  4. You will use your App and the Service in compliance with all applicable laws and regulations (“Laws”) and will obtain all necessary permits or licenses (“Permits”), which includes without limitation, all approvals, authorizations, consents, qualifications to do business and certificates issued by any governmental authority, quasi-governmental authority, court, tribunal, arbitrator, authority, agency, bureau, board, commission, department, official or other instrumentality of the United States, any supranational authority, any foreign country or any domestic or foreign state, province, county, city or other political subdivision related to the transmission of fiat currency, digital or cryptocurrency or other blockchain tokens necessary for your end users use of your App or the Service. You will provide and adhere to a privacy policy for your App that clearly and accurately describes to users of your App what user information you collect and how you use and share such information (including for advertising) with Magic and third parties. If your or your end users’ use of the Service is prohibited by Laws or you do not have the required Permits, then you and your end users are not authorized to use the Service. You will require your end users to comply with (and not knowingly enable them to violate) applicable Laws, regulations, and the Agreement. We cannot and will not be responsible for your or your end users using the Service in a way that breaks any Laws.

  5. You agree not to block, disable, hide or limit in any way the ability of any device (whether or not it includes the App) to access the Service or any portion or functionality of or enabled by the Service. In addition, you agree that, when using the APIs, you shall not (or allow those acting on your behalf to):

    • a. Sublicense an API for use by a third party or create an App that functions substantially the same as the APIs and offer it for use by third parties;
    • b. Perform an action with the intent of introducing to Magic products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
    • c. Seek to gain access to a user’s private key or other login information related to a digital asset wallet without their explicit consent subject to a previously disclosed privacy policy;
    • d. Defame, abuse, harass, stalk, or threaten others;
    • e. Interfere with or disrupt the APIs or the servers or networks providing the APIs;
    • f. Promote or facilitate unlawful online gambling;
    • g. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law; or
    • h. Violate or infringe upon the privacy, publicity, intellectual property, or other proprietary rights of third parties.
  6. Each App must maintain 100% compatibility with the API, the SDK and the Service (including changes provided to you by Magic, which will be implemented in the App promptly thereafter). If any App uses or implements an outdated version of the API, SDK or the Service, you acknowledge and agree that such App may not be able to communicate with the Service. You agree not to modify, extend, subset or superset the API or SDK to any extent. You understand that we may cease support of old versions or releases of the API or SDK.

  7. Magic will use commercially reasonable efforts to (i) provide basic support to Customer and (ii) maintain the security and integrity of the Service.

  8. You hereby grant Magic a nonexclusive, sublicensable, fully-paid, worldwide license to fully exercise and exploit all intellectual property rights with respect to improvements or extensions that you create or are created for you that are relevant to the API or SDK or otherwise result from or are enabled by access to the API or SDK. If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you. For clarity, you are not required to disclose any such patent or patent rights to Magic. Magic shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the API, SDK and/or the Service and related systems and technologies, and Magic will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the API, SDK and the Service and for other development, diagnostic and corrective purposes in connection with the API, SDK and the Service and other Magic offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

  9. Magic PROVIDES THE API, SDK AND THE SERVICE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. Magic DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF ITS API, SDK OR SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

  10. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF Magic OR ITS SUPPLIERS OR RESELLERS WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, , OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE API OR SDK, OR (B) ANY DIRECT DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT IN EXCESS OF $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

  11. You agree to indemnify and hold harmless Magic, its affiliates, subsidiaries, directors, managers, members, officers, and employees from any and all claims, liabilities, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to (i) your or your end users’ use or misuse of, or access to, your App and the Service (ii) your violation of this Agreement or any Laws or Permits, (iii) your infringement, or the infringement by any third party using your account, of any intellectual property or other right of any person or entity, (iv) a claim alleging that any of your or your end users’ data infringes the rights of, or has caused harm to, a third party or (v) any violation of any rights of any other person or entity; provided however, that you will not indemnify Magic for claims or losses arising out of Magic’s gross negligence or willful misconduct.

  12. This Agreement may be terminated by either party for any reason or no reason upon fifteen (30) days’ notice to the other party, or immediately upon notice of any breach of the provisions of this Agreement by either party to the other. While we have no obligation to monitor your use of the Service, we may immediately suspend or terminate this Agreement if we suspect any risk of fraud, crime, breach of this Agreement, or other illicit activity. Sections 3, 4, and 8 through 13 will survive any termination or expiration of this Agreement.

  13. Except as expressly provided below, all notices to be provided under this Agreement shall be given in writing (a) as to the Licensee, at the email address provided by Licensee upon registration of Licensee’s User ID, and (b) as to Magic, at legal@magic.link. This Agreement is the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. Magic reserves the right to modify this Agreement from time to time upon notice to Licensee (via email or by posting a notice to the page where Licensee accesses its SDK or API account); if Licensee does not agree with this Agreement as so modified, its only remedy shall be to terminate this Agreement by providing notice to Magic. Any use of or access to the SDK or API and/or Service in any manner whatsoever following a notice of modification of this Agreement shall constitute acceptance of the Agreement as so modified. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable. No failure by Magic in exercising any right under this Agreement will constitute a waiver of that right. You may not assign or transfer any of your rights or obligations without Magic’s consent and any action or conduct in violation of the foregoing will be void and without effect. Magic may assign or transfer this Agreement.

  14. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED UNDER CALIFORNIA LAW AS SUCH LAW APPLIES TO AGREEMENTS BETWEEN CALIFORNIA RESIDENTS ENTERED INTO AND TO BE PERFORMED WITHIN CALIFORNIA. ANY DISPUTE ARISING FROM OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT WILL BE FINALLY SETTLED BY ARBITRATION IN SAN FRANCISCO COUNTY, CALIFORNIA, USING THE ENGLISH LANGUAGE IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”) THEN IN EFFECT, BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES, WHO WILL BE SELECTED FROM THE APPROPRIATE LIST OF JAMS ARBITRATORS IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF JAMS. THE PREVAILING PARTY IN THE ARBITRATION WILL BE ENTITLED TO RECEIVE REIMBURSEMENT OF ITS REASONABLE EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES, EXPERT WITNESS FEES AND ALL OTHER EXPENSES) INCURRED IN CONNECTION THEREWITH. JUDGMENT UPON THE AWARD SO RENDERED MAY BE ENTERED IN A COURT HAVING JURISDICTION OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE. NOTWITHSTANDING THE FOREGOING, EACH PARTY WILL HAVE THE RIGHT TO INSTITUTE AN ACTION IN A COURT OF PROPER JURISDICTION FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF PENDING A FINAL DECISION BY THE ARBITRATOR. THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR ACTIONS ARISING UNDER THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS IN SAN FRANCISCO, CALIFORNIA; BOTH PARTIES HEREBY AGREE TO SERVICE OF PROCESS IN ACCORDANCE WITH THE RULES OF SUCH COURTS. THE PARTY PREVAILING IN ANY DISPUTE UNDER THIS AGREEMENT WILL BE ENTITLED TO ITS COSTS AND LEGAL FEES.

  15. If you would like to report a vulnerability or have a security concern regarding our user-facing and developer-related services, SDK, API, infrastructure, and architecture etc., please e-mail security@magic.link

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