Effective Date: February 1, 2021

User Terms of Service

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. THE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL 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 OR A JURY TRIAL.

Please read on to learn the rules and restrictions that govern your use of our products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at legal@magic.link.

These Terms of Service (the “Terms”) are a binding contract between you and Magic labs, Inc. (“Magic,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy. In addition, if you are a developer using your API or certain other developer services, you will also be required to abide by additional terms of service applicable to our developers, including our Developer Terms of Service and API & SDK License Agreement.

Will these Terms ever change?

We are constantly trying to improve our Services, so we may need to change these Terms along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by requiring you to log in to your account again and accept the new Terms, and/or by some other means. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content (defined below) from the Services at any time, for any reason in our sole discretion, and without notice. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Who can use the Services?

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@magic.link. By using our Services, you represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity.). You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws or regulations, then you aren’t authorized to use the Services. If permits and licenses are required for you to use the Services, you must first obtain those prior to such use. We can’t and won’t be responsible for your using the Services in a way that breaks the law or regulations.

What about my privacy?

Magic takes the privacy of its users very seriously. For the current Magic User Privacy Policy, please click here.

What are the basics of using Magic?

The Services enable passwordless authentication and login functionality for various sites and applications whose developers have implemented our software. You can find a description of our Service options on our website, and we will explain additional Service options that are available to you from time-to-time. Certain Service options are provided to you free-of-charge, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

As part of our Services, you may directly or indirectly create a digital wallet that can store and transfer certain supported Virtual Currency (defined below) (your “Wallet”). In order to use Magic’s Services and create a Wallet, you will be required to (1) provide your phone number or email address and (2) access a link or pin code Magic sends to you in order to access your Wallet (“Magic Link”) in order to allow you to initiate a transfer of Virtual Currency from your Wallet, as described further below. Magic uses your phone number or email to create an account linked to your Wallet. You shall not provide us with another person’s phone number or email address. Magic also offers two-factor authentication as an added security measure, and if you choose to participate, you may need to provide additional information. If you do not backup your two-factor authentication, you may be unable to access your account or your Wallet and we will be unable to assist you, so please make sure to follow any instructions associated with enabling two-factor authentication.

When you create a Wallet with Magic, a cryptographic private and public key pair is generated. The private and public key pair together evidence ownership/possession of a specific amount of supported Virtual Currency in that Wallet which enables you to send and receive Virtual Currency via the relevant Blockchain (as defined below) network. The public key is visible to all participants in a Blockchain’s network. The private key must be used to transact the Virtual Currency represented by the corresponding public key. Magic does not store your private key in its database and will never request your private key. Magic utilizes AWS’ data center capacity using Hardware Security Modules and its own proprietary technology to encrypt your private key in a process designed to help ensure its security and confidentiality while ensuring that you remain in control of your Wallet and private key. Once your private key is encrypted, Magic’s proprietary software enables you to initiate a transfer of Virtual Currency using your phone number instead of your private key as further described below. You may also choose to export your private key to initiate a transfer of Virtual Currency using another software platform or dashboard. Please note, if you choose to export your private key to your Wallet, you will be solely responsible for maintaining the security of that private key and your Wallet.

When you request to make a transfer of Virtual Currency, in order to initiate such transfer you will be required to request Magic to send a Magic Link to your phone number or email address which you will insert to initiate such transfer (each of the foregoing, the “Transfer Initiation”). If you have two-factor authentication enabled, you may also be required to take additional steps. You may only initiate a transfer using Magic’s Services after our servers have confirmed receipt of a valid Transfer Initiation. Magic is entitled to rely on the Transfer Initiation and has no duty to inquire into or investigate the validity or accuracy of any Transfer Initiation, though it may, at its sole discretion, inquire into or investigate such Transfer Initiation. You will be responsible for keeping your phone and email address secure and for any activity associated with your phone and your Wallet. Magic will not be responsible if someone else accesses your phone and authorizes a transaction upon receipt of the security code. You should let Magic know immediately if your phone has been stolen or otherwise compromised.

Magic cannot access raw private key information for you, and we cannot unilaterally initiate a transfer of Virtual Currency or otherwise access your Virtual Currency. We are not your brokers, intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your Wallet or our Services. We are not responsible for any activities that you engage in when using your Wallet, and you should understand the risks associated with Virtual Currency described more fully below.

Virtual Currency” refers to cryptocurrency, digital currency, digital assets, cryptoassets or other such similar term describing, for example, Ethereum, but does not include a derivative of a virtual currency or a security. Virtual Currency is evidenced on, and can be electronically transferred using, a Blockchain.

Blockchain” refers to a distributed ledger, maintained by a network of computers, that records all transactions of Virtual Currency in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entire history of transactions of the Virtual Currency.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Magic);

  • Violates any law or regulation, including, without limitation, any applicable export control laws;

  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

  • Jeopardizes the security of your Magic account or anyone else’s (such as allowing someone else to log in to the Services as you);

  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;

  • Violates the security of any computer network, or cracks any passwords or security encryption codes;

  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or

  • Attempts to access another user’s account, Wallet or private key or credentials on any third-party services that provide access to another user’s account, Wallet or private key.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Your Responsibilities and Assumption of Risk Associated with Virtual Currency and Your Wallet

In order to be successfully completed, any Virtual Currency transaction created with or sent to your Wallet must be confirmed and recorded in a Blockchain associated with the relevant Virtual Currency. Magic has no control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit or receive via our Services will be confirmed on the relevant Blockchain and does not have the ability to facilitate any cancellation or modification requests.

You agree and understand that:

  • You: (a) have the necessary technical expertise, ability or professional advice required to review and evaluate the security, integrity and operation of your Wallet to your satisfaction; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallet; (c) know, understand and accept the risks associated with your Wallet; and (d) accept the risks associated with Virtual Currency generally and are responsible for conducting your own independent analysis of the risks specific to any Virtual Currency. You further assume and agree that Magic will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Magic, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

  • You take responsibility for all activities that occur under your Wallet or with Virtual Currency sent from your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.

  • Virtual Currency is an emerging asset class. Magic makes no warranties as to the markets in which the Virtual Currency are transferred, purchased and traded.

  • You acknowledge and accept that the loss or destruction of your phone will compromise the security of your Wallet and Virtual Currency and may result in loss of Virtual Currency.

  • In the event that you extract your private key to your Wallet as further described in these Terms, you acknowledge and accept that you will be solely responsible for maintaining the security of your private key, and that the loss or destruction of your private key will compromise the security of your Wallet and Virtual Currency and may result in loss of Virtual Currency.

  • The transaction details you submit via the Services may not be completed, or may be substantially delayed, by the relevant Blockchain used to process the transaction.

  • There are no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Virtual Currency.

  • Once transaction details have been submitted to a Blockchain, Magic cannot assist you to cancel or otherwise modify your transaction or transaction details.

  • Magic is not regulated by any federal or state regulatory agency and is not subject to the examination or reporting requirements of any such agencies.

  • Magic does not assume responsibility for any inherent risks associated with Blockchain technology, including, but not limited to, design or implementation flaws that affect the operation of any Blockchain. Furthermore, Magic does not assume responsibility for any issues relating to the continuing viability of a Blockchain, including, but not limited to, the ability to retain the technical expertise required to support a Blockchain or the performance of a Blockchain with respect to transaction times.

  • Magic makes no guarantee as to the functionality of any Blockchain’s governance or control mechanisms, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of Virtual Currency. You acknowledge and accept that the protocols governing the operation of a Blockchain may be subject to sudden changes in operating rules which may materially alter the Blockchain and affect the value and function of Virtual Currency evidenced on that Blockchain.

  • Magic does not assume responsibility for fundamental advancements in cryptography which could render inoperative the current cryptography algorithms utilized by a Blockchain supporting a specific Virtual Currency.

  • Magic makes no guarantee as to the security of any Blockchain. Magic is not liable for any hacks, double spending, stolen Virtual Currency, or any other attacks on a Blockchain, including, but not limited to, majority attacks in which a nation-state or other party with sufficient computing power is able to control and manipulate the records of a Blockchain.

  • Magic makes no guarantees as to the security of AWS and is not liable for any hacks or attacks on AWS’s systems.

  • Magic is not liable for any hacks or malicious attempts or phishing scams to obtain access to your Wallet via your Magic Link, email address or phone. You alone are responsible for ensuring that you do not provide your Magic Link to any other person and or entity.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Magic’s) rights. You are the sole owner of the Virtual Currency in your Wallet and may elect to extract your private key or other transfer your Virtual Currency to another wallet, subject to any limitations set forth in these Terms.

You understand that, excluding any open source software or third-party software that the Services incorporate, Magic owns the Services including all technology, Content and other materials used, displayed or provided in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable, license to access and use those portions of the Services that are proprietary to Magic Services. You acknowledge that the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not: (a) modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section or, in the event you are a developer, as provided in our Developer Terms of Service and Developer API & SDK License Agreement) the Services or (b) otherwise use the Services in a manner that violates the licenses granted in these Terms or any other Open-Source Licenses.

Any of Magic’s product or service names, logos, and other marks used as a part of the Services, including Magic's name and logo are trademarks owned by Magic, its affiliates or its applicable licensors. You may not copy, imitate or use them without Magic’s (or the applicable licensor’s) prior written consent.

Who is responsible for what I see and do on the Services?

Any third-party goods or services, information or content publicly posted or privately transmitted or made available through the Services is the sole responsibility of the person from whom such goods, services or content originated, and you obtain such goods or services and access all such information and content at your own risk, and we aren’t liable for any errors or omissions or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites, applications or services that are not owned or controlled by Magic, and typically, you will access our Services through third party websites, applications or services that integrate with our Services. When you access third party websites or applications, or when you use third party services, you accept that there are risks in doing so, and that Magic is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

Magic has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Magic will not and cannot monitor, verify, censor or edit the content of any third-party site or service. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. By using the Services, you release and hold us harmless from any and all liability, losses or damages arising from your use of any third-party website or service.

If there is a dispute between participants of the Services, or between users and any third party, you agree that Magic is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Magic, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

What if I want to stop using the Services?

You're free to do that at any time; please refer to our User Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services.

If you would like to stop using the Services and export the contents of your Wallet, you may choose to export a copy of your private key from your account. Upon electing to export your private key, you will be able to download a copy of, or directly copy, your private key associated with the Wallet you are using with Magic (the “Private Key Copy”) by following instructions provided by Magic. Once Magic has provided you access to your Private Key Copy, you acknowledge and agree that:

MAGIC DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO YOUR PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY THAT WAS CONTAINED IN YOUR WALLET ON MAGIC’S SERVICES. YOU ALONE WILL BE RESPONSIBLE FOR THE MANAGEMENT OF YOUR PRIVATE KEY COPY AND KEEPING SUCH PRIVATE KEY COPY SECURE, AND MAGIC WILL NOT ASSIST YOU WITH STORING YOUR PRIVATE KEY COPY. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY COPY, YOU ACKNOWLEDGE AND AGREE THAT MAGIC HAS NO ABILITY TO ASSIST YOU IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME INACCESSIBLE. MAGIC IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE CUSTOMER SERVICE FOR ANY OTHER WALLET SOFTWARE YOU MAY USE THIS PRIVATE KEY WITH, AND THAT MAGIC DOES NOT REPRESENT THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH OR PROTECT YOUR PRIVATE KEY. MAGIC SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.

Magic is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Magic has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. In the event that we terminate your use of the Services, unless prohibited by applicable laws, we will endeavor to contact you and arrange for you to download your Private Key Copy to remove any Virtual Currency to another Wallet. If we cannot contact you, your Wallet may remain inactive through our Services and you will need to retrieve your Private Key Copy to access your Wallet using other services or software.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know?

Warranty Disclaimer. Neither Magic nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Magic or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY MAGIC (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THE SECURITY ASSOCIATED USE OF, OR TRANSMISSION OF INFORMATION THROUGH, THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. Magic shall not be liable for any action taken or omitted by it pursuant to, or in connection with, these Terms except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Magic’s gross negligence or willful misconduct was the direct cause of any loss to you, and subject to the limitations set forth below.

Notwithstanding anything to the contrary in these Terms, Magic shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to:

  • the ownership, validity or genuineness of any Virtual Currency;

  • the collectability, insurability, effectiveness, marketability or suitability of any Virtual Currency; or

  • losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond its control, including without limitation: acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party.

Notwithstanding anything in these Terms to the contrary, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL MAGIC (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) \$100 OR (II) THE AMOUNTS PAID BY YOU TO MAGIC IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold Magic, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Magic’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations to an affiliate or a successor entity without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined 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 shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND MAGIC ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Reporting Suspected Vulnerabilities. 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

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Magic may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Magic agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Magic, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Magic, and you do not have any authority of any kind to bind Magic in any respect whatsoever.

You and Magic agree there are no third-party beneficiaries intended under these Terms.

Legal

Effective Date: February 1, 2021

User Terms of Service

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. THE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL 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 OR A JURY TRIAL.

Please read on to learn the rules and restrictions that govern your use of our products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at legal@magic.link.

These Terms of Service (the “Terms”) are a binding contract between you and Magic labs, Inc. (“Magic,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy. In addition, if you are a developer using your API or certain other developer services, you will also be required to abide by additional terms of service applicable to our developers, including our Developer Terms of Service and API & SDK License Agreement.

Will these Terms ever change?

We are constantly trying to improve our Services, so we may need to change these Terms along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by requiring you to log in to your account again and accept the new Terms, and/or by some other means. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content (defined below) from the Services at any time, for any reason in our sole discretion, and without notice. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Who can use the Services?

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@magic.link. By using our Services, you represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity.). You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws or regulations, then you aren’t authorized to use the Services. If permits and licenses are required for you to use the Services, you must first obtain those prior to such use. We can’t and won’t be responsible for your using the Services in a way that breaks the law or regulations.

What about my privacy?

Magic takes the privacy of its users very seriously. For the current Magic User Privacy Policy, please click here.

What are the basics of using Magic?

The Services enable passwordless authentication and login functionality for various sites and applications whose developers have implemented our software. You can find a description of our Service options on our website, and we will explain additional Service options that are available to you from time-to-time. Certain Service options are provided to you free-of-charge, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

As part of our Services, you may directly or indirectly create a digital wallet that can store and transfer certain supported Virtual Currency (defined below) (your “Wallet”). In order to use Magic’s Services and create a Wallet, you will be required to (1) provide your phone number or email address and (2) access a link or pin code Magic sends to you in order to access your Wallet (“Magic Link”) in order to allow you to initiate a transfer of Virtual Currency from your Wallet, as described further below. Magic uses your phone number or email to create an account linked to your Wallet. You shall not provide us with another person’s phone number or email address. Magic also offers two-factor authentication as an added security measure, and if you choose to participate, you may need to provide additional information. If you do not backup your two-factor authentication, you may be unable to access your account or your Wallet and we will be unable to assist you, so please make sure to follow any instructions associated with enabling two-factor authentication.

When you create a Wallet with Magic, a cryptographic private and public key pair is generated. The private and public key pair together evidence ownership/possession of a specific amount of supported Virtual Currency in that Wallet which enables you to send and receive Virtual Currency via the relevant Blockchain (as defined below) network. The public key is visible to all participants in a Blockchain’s network. The private key must be used to transact the Virtual Currency represented by the corresponding public key. Magic does not store your private key in its database and will never request your private key. Magic utilizes AWS’ data center capacity using Hardware Security Modules and its own proprietary technology to encrypt your private key in a process designed to help ensure its security and confidentiality while ensuring that you remain in control of your Wallet and private key. Once your private key is encrypted, Magic’s proprietary software enables you to initiate a transfer of Virtual Currency using your phone number instead of your private key as further described below. You may also choose to export your private key to initiate a transfer of Virtual Currency using another software platform or dashboard. Please note, if you choose to export your private key to your Wallet, you will be solely responsible for maintaining the security of that private key and your Wallet.

When you request to make a transfer of Virtual Currency, in order to initiate such transfer you will be required to request Magic to send a Magic Link to your phone number or email address which you will insert to initiate such transfer (each of the foregoing, the “Transfer Initiation”). If you have two-factor authentication enabled, you may also be required to take additional steps. You may only initiate a transfer using Magic’s Services after our servers have confirmed receipt of a valid Transfer Initiation. Magic is entitled to rely on the Transfer Initiation and has no duty to inquire into or investigate the validity or accuracy of any Transfer Initiation, though it may, at its sole discretion, inquire into or investigate such Transfer Initiation. You will be responsible for keeping your phone and email address secure and for any activity associated with your phone and your Wallet. Magic will not be responsible if someone else accesses your phone and authorizes a transaction upon receipt of the security code. You should let Magic know immediately if your phone has been stolen or otherwise compromised.

Magic cannot access raw private key information for you, and we cannot unilaterally initiate a transfer of Virtual Currency or otherwise access your Virtual Currency. We are not your brokers, intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your Wallet or our Services. We are not responsible for any activities that you engage in when using your Wallet, and you should understand the risks associated with Virtual Currency described more fully below.

Virtual Currency” refers to cryptocurrency, digital currency, digital assets, cryptoassets or other such similar term describing, for example, Ethereum, but does not include a derivative of a virtual currency or a security. Virtual Currency is evidenced on, and can be electronically transferred using, a Blockchain.

Blockchain” refers to a distributed ledger, maintained by a network of computers, that records all transactions of Virtual Currency in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entire history of transactions of the Virtual Currency.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Magic);

  • Violates any law or regulation, including, without limitation, any applicable export control laws;

  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

  • Jeopardizes the security of your Magic account or anyone else’s (such as allowing someone else to log in to the Services as you);

  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;

  • Violates the security of any computer network, or cracks any passwords or security encryption codes;

  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or

  • Attempts to access another user’s account, Wallet or private key or credentials on any third-party services that provide access to another user’s account, Wallet or private key.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Your Responsibilities and Assumption of Risk Associated with Virtual Currency and Your Wallet

In order to be successfully completed, any Virtual Currency transaction created with or sent to your Wallet must be confirmed and recorded in a Blockchain associated with the relevant Virtual Currency. Magic has no control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit or receive via our Services will be confirmed on the relevant Blockchain and does not have the ability to facilitate any cancellation or modification requests.

You agree and understand that:

  • You: (a) have the necessary technical expertise, ability or professional advice required to review and evaluate the security, integrity and operation of your Wallet to your satisfaction; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallet; (c) know, understand and accept the risks associated with your Wallet; and (d) accept the risks associated with Virtual Currency generally and are responsible for conducting your own independent analysis of the risks specific to any Virtual Currency. You further assume and agree that Magic will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Magic, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

  • You take responsibility for all activities that occur under your Wallet or with Virtual Currency sent from your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.

  • Virtual Currency is an emerging asset class. Magic makes no warranties as to the markets in which the Virtual Currency are transferred, purchased and traded.

  • You acknowledge and accept that the loss or destruction of your phone will compromise the security of your Wallet and Virtual Currency and may result in loss of Virtual Currency.

  • In the event that you extract your private key to your Wallet as further described in these Terms, you acknowledge and accept that you will be solely responsible for maintaining the security of your private key, and that the loss or destruction of your private key will compromise the security of your Wallet and Virtual Currency and may result in loss of Virtual Currency.

  • The transaction details you submit via the Services may not be completed, or may be substantially delayed, by the relevant Blockchain used to process the transaction.

  • There are no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Virtual Currency.

  • Once transaction details have been submitted to a Blockchain, Magic cannot assist you to cancel or otherwise modify your transaction or transaction details.

  • Magic is not regulated by any federal or state regulatory agency and is not subject to the examination or reporting requirements of any such agencies.

  • Magic does not assume responsibility for any inherent risks associated with Blockchain technology, including, but not limited to, design or implementation flaws that affect the operation of any Blockchain. Furthermore, Magic does not assume responsibility for any issues relating to the continuing viability of a Blockchain, including, but not limited to, the ability to retain the technical expertise required to support a Blockchain or the performance of a Blockchain with respect to transaction times.

  • Magic makes no guarantee as to the functionality of any Blockchain’s governance or control mechanisms, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of Virtual Currency. You acknowledge and accept that the protocols governing the operation of a Blockchain may be subject to sudden changes in operating rules which may materially alter the Blockchain and affect the value and function of Virtual Currency evidenced on that Blockchain.

  • Magic does not assume responsibility for fundamental advancements in cryptography which could render inoperative the current cryptography algorithms utilized by a Blockchain supporting a specific Virtual Currency.

  • Magic makes no guarantee as to the security of any Blockchain. Magic is not liable for any hacks, double spending, stolen Virtual Currency, or any other attacks on a Blockchain, including, but not limited to, majority attacks in which a nation-state or other party with sufficient computing power is able to control and manipulate the records of a Blockchain.

  • Magic makes no guarantees as to the security of AWS and is not liable for any hacks or attacks on AWS’s systems.

  • Magic is not liable for any hacks or malicious attempts or phishing scams to obtain access to your Wallet via your Magic Link, email address or phone. You alone are responsible for ensuring that you do not provide your Magic Link to any other person and or entity.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Magic’s) rights. You are the sole owner of the Virtual Currency in your Wallet and may elect to extract your private key or other transfer your Virtual Currency to another wallet, subject to any limitations set forth in these Terms.

You understand that, excluding any open source software or third-party software that the Services incorporate, Magic owns the Services including all technology, Content and other materials used, displayed or provided in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable, license to access and use those portions of the Services that are proprietary to Magic Services. You acknowledge that the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not: (a) modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section or, in the event you are a developer, as provided in our Developer Terms of Service and Developer API & SDK License Agreement) the Services or (b) otherwise use the Services in a manner that violates the licenses granted in these Terms or any other Open-Source Licenses.

Any of Magic’s product or service names, logos, and other marks used as a part of the Services, including Magic's name and logo are trademarks owned by Magic, its affiliates or its applicable licensors. You may not copy, imitate or use them without Magic’s (or the applicable licensor’s) prior written consent.

Who is responsible for what I see and do on the Services?

Any third-party goods or services, information or content publicly posted or privately transmitted or made available through the Services is the sole responsibility of the person from whom such goods, services or content originated, and you obtain such goods or services and access all such information and content at your own risk, and we aren’t liable for any errors or omissions or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites, applications or services that are not owned or controlled by Magic, and typically, you will access our Services through third party websites, applications or services that integrate with our Services. When you access third party websites or applications, or when you use third party services, you accept that there are risks in doing so, and that Magic is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

Magic has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Magic will not and cannot monitor, verify, censor or edit the content of any third-party site or service. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. By using the Services, you release and hold us harmless from any and all liability, losses or damages arising from your use of any third-party website or service.

If there is a dispute between participants of the Services, or between users and any third party, you agree that Magic is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Magic, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

What if I want to stop using the Services?

You're free to do that at any time; please refer to our User Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services.

If you would like to stop using the Services and export the contents of your Wallet, you may choose to export a copy of your private key from your account. Upon electing to export your private key, you will be able to download a copy of, or directly copy, your private key associated with the Wallet you are using with Magic (the “Private Key Copy”) by following instructions provided by Magic. Once Magic has provided you access to your Private Key Copy, you acknowledge and agree that:

MAGIC DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO YOUR PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY THAT WAS CONTAINED IN YOUR WALLET ON MAGIC’S SERVICES. YOU ALONE WILL BE RESPONSIBLE FOR THE MANAGEMENT OF YOUR PRIVATE KEY COPY AND KEEPING SUCH PRIVATE KEY COPY SECURE, AND MAGIC WILL NOT ASSIST YOU WITH STORING YOUR PRIVATE KEY COPY. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY COPY, YOU ACKNOWLEDGE AND AGREE THAT MAGIC HAS NO ABILITY TO ASSIST YOU IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME INACCESSIBLE. MAGIC IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE CUSTOMER SERVICE FOR ANY OTHER WALLET SOFTWARE YOU MAY USE THIS PRIVATE KEY WITH, AND THAT MAGIC DOES NOT REPRESENT THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH OR PROTECT YOUR PRIVATE KEY. MAGIC SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.

Magic is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Magic has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. In the event that we terminate your use of the Services, unless prohibited by applicable laws, we will endeavor to contact you and arrange for you to download your Private Key Copy to remove any Virtual Currency to another Wallet. If we cannot contact you, your Wallet may remain inactive through our Services and you will need to retrieve your Private Key Copy to access your Wallet using other services or software.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know?

Warranty Disclaimer. Neither Magic nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Magic or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY MAGIC (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THE SECURITY ASSOCIATED USE OF, OR TRANSMISSION OF INFORMATION THROUGH, THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. Magic shall not be liable for any action taken or omitted by it pursuant to, or in connection with, these Terms except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Magic’s gross negligence or willful misconduct was the direct cause of any loss to you, and subject to the limitations set forth below.

Notwithstanding anything to the contrary in these Terms, Magic shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to:

  • the ownership, validity or genuineness of any Virtual Currency;

  • the collectability, insurability, effectiveness, marketability or suitability of any Virtual Currency; or

  • losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond its control, including without limitation: acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party.

Notwithstanding anything in these Terms to the contrary, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL MAGIC (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) \$100 OR (II) THE AMOUNTS PAID BY YOU TO MAGIC IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold Magic, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Magic’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations to an affiliate or a successor entity without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined 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 shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND MAGIC ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Reporting Suspected Vulnerabilities. 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

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Magic may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Magic agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Magic, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Magic, and you do not have any authority of any kind to bind Magic in any respect whatsoever.

You and Magic agree there are no third-party beneficiaries intended under these Terms.

Legal

Effective Date: February 1, 2021

User Terms of Service

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. THE TERMS CONTAIN AN ARBITRATION PROVISION. YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL 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 OR A JURY TRIAL.

Please read on to learn the rules and restrictions that govern your use of our products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at legal@magic.link.

These Terms of Service (the “Terms”) are a binding contract between you and Magic labs, Inc. (“Magic,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy. In addition, if you are a developer using your API or certain other developer services, you will also be required to abide by additional terms of service applicable to our developers, including our Developer Terms of Service and API & SDK License Agreement.

Will these Terms ever change?

We are constantly trying to improve our Services, so we may need to change these Terms along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by requiring you to log in to your account again and accept the new Terms, and/or by some other means. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content (defined below) from the Services at any time, for any reason in our sole discretion, and without notice. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Who can use the Services?

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at legal@magic.link. By using our Services, you represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).

If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity.). You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws or regulations, then you aren’t authorized to use the Services. If permits and licenses are required for you to use the Services, you must first obtain those prior to such use. We can’t and won’t be responsible for your using the Services in a way that breaks the law or regulations.

What about my privacy?

Magic takes the privacy of its users very seriously. For the current Magic User Privacy Policy, please click here.

What are the basics of using Magic?

The Services enable passwordless authentication and login functionality for various sites and applications whose developers have implemented our software. You can find a description of our Service options on our website, and we will explain additional Service options that are available to you from time-to-time. Certain Service options are provided to you free-of-charge, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

As part of our Services, you may directly or indirectly create a digital wallet that can store and transfer certain supported Virtual Currency (defined below) (your “Wallet”). In order to use Magic’s Services and create a Wallet, you will be required to (1) provide your phone number or email address and (2) access a link or pin code Magic sends to you in order to access your Wallet (“Magic Link”) in order to allow you to initiate a transfer of Virtual Currency from your Wallet, as described further below. Magic uses your phone number or email to create an account linked to your Wallet. You shall not provide us with another person’s phone number or email address. Magic also offers two-factor authentication as an added security measure, and if you choose to participate, you may need to provide additional information. If you do not backup your two-factor authentication, you may be unable to access your account or your Wallet and we will be unable to assist you, so please make sure to follow any instructions associated with enabling two-factor authentication.

When you create a Wallet with Magic, a cryptographic private and public key pair is generated. The private and public key pair together evidence ownership/possession of a specific amount of supported Virtual Currency in that Wallet which enables you to send and receive Virtual Currency via the relevant Blockchain (as defined below) network. The public key is visible to all participants in a Blockchain’s network. The private key must be used to transact the Virtual Currency represented by the corresponding public key. Magic does not store your private key in its database and will never request your private key. Magic utilizes AWS’ data center capacity using Hardware Security Modules and its own proprietary technology to encrypt your private key in a process designed to help ensure its security and confidentiality while ensuring that you remain in control of your Wallet and private key. Once your private key is encrypted, Magic’s proprietary software enables you to initiate a transfer of Virtual Currency using your phone number instead of your private key as further described below. You may also choose to export your private key to initiate a transfer of Virtual Currency using another software platform or dashboard. Please note, if you choose to export your private key to your Wallet, you will be solely responsible for maintaining the security of that private key and your Wallet.

When you request to make a transfer of Virtual Currency, in order to initiate such transfer you will be required to request Magic to send a Magic Link to your phone number or email address which you will insert to initiate such transfer (each of the foregoing, the “Transfer Initiation”). If you have two-factor authentication enabled, you may also be required to take additional steps. You may only initiate a transfer using Magic’s Services after our servers have confirmed receipt of a valid Transfer Initiation. Magic is entitled to rely on the Transfer Initiation and has no duty to inquire into or investigate the validity or accuracy of any Transfer Initiation, though it may, at its sole discretion, inquire into or investigate such Transfer Initiation. You will be responsible for keeping your phone and email address secure and for any activity associated with your phone and your Wallet. Magic will not be responsible if someone else accesses your phone and authorizes a transaction upon receipt of the security code. You should let Magic know immediately if your phone has been stolen or otherwise compromised.

Magic cannot access raw private key information for you, and we cannot unilaterally initiate a transfer of Virtual Currency or otherwise access your Virtual Currency. We are not your brokers, intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your Wallet or our Services. We are not responsible for any activities that you engage in when using your Wallet, and you should understand the risks associated with Virtual Currency described more fully below.

Virtual Currency” refers to cryptocurrency, digital currency, digital assets, cryptoassets or other such similar term describing, for example, Ethereum, but does not include a derivative of a virtual currency or a security. Virtual Currency is evidenced on, and can be electronically transferred using, a Blockchain.

Blockchain” refers to a distributed ledger, maintained by a network of computers, that records all transactions of Virtual Currency in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entire history of transactions of the Virtual Currency.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Magic);

  • Violates any law or regulation, including, without limitation, any applicable export control laws;

  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

  • Jeopardizes the security of your Magic account or anyone else’s (such as allowing someone else to log in to the Services as you);

  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;

  • Violates the security of any computer network, or cracks any passwords or security encryption codes;

  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or

  • Attempts to access another user’s account, Wallet or private key or credentials on any third-party services that provide access to another user’s account, Wallet or private key.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Your Responsibilities and Assumption of Risk Associated with Virtual Currency and Your Wallet

In order to be successfully completed, any Virtual Currency transaction created with or sent to your Wallet must be confirmed and recorded in a Blockchain associated with the relevant Virtual Currency. Magic has no control over any Blockchain and therefore cannot and does not ensure that any transaction details you submit or receive via our Services will be confirmed on the relevant Blockchain and does not have the ability to facilitate any cancellation or modification requests.

You agree and understand that:

  • You: (a) have the necessary technical expertise, ability or professional advice required to review and evaluate the security, integrity and operation of your Wallet to your satisfaction; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallet; (c) know, understand and accept the risks associated with your Wallet; and (d) accept the risks associated with Virtual Currency generally and are responsible for conducting your own independent analysis of the risks specific to any Virtual Currency. You further assume and agree that Magic will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Magic, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

  • You take responsibility for all activities that occur under your Wallet or with Virtual Currency sent from your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.

  • Virtual Currency is an emerging asset class. Magic makes no warranties as to the markets in which the Virtual Currency are transferred, purchased and traded.

  • You acknowledge and accept that the loss or destruction of your phone will compromise the security of your Wallet and Virtual Currency and may result in loss of Virtual Currency.

  • In the event that you extract your private key to your Wallet as further described in these Terms, you acknowledge and accept that you will be solely responsible for maintaining the security of your private key, and that the loss or destruction of your private key will compromise the security of your Wallet and Virtual Currency and may result in loss of Virtual Currency.

  • The transaction details you submit via the Services may not be completed, or may be substantially delayed, by the relevant Blockchain used to process the transaction.

  • There are no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Virtual Currency.

  • Once transaction details have been submitted to a Blockchain, Magic cannot assist you to cancel or otherwise modify your transaction or transaction details.

  • Magic is not regulated by any federal or state regulatory agency and is not subject to the examination or reporting requirements of any such agencies.

  • Magic does not assume responsibility for any inherent risks associated with Blockchain technology, including, but not limited to, design or implementation flaws that affect the operation of any Blockchain. Furthermore, Magic does not assume responsibility for any issues relating to the continuing viability of a Blockchain, including, but not limited to, the ability to retain the technical expertise required to support a Blockchain or the performance of a Blockchain with respect to transaction times.

  • Magic makes no guarantee as to the functionality of any Blockchain’s governance or control mechanisms, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of Virtual Currency. You acknowledge and accept that the protocols governing the operation of a Blockchain may be subject to sudden changes in operating rules which may materially alter the Blockchain and affect the value and function of Virtual Currency evidenced on that Blockchain.

  • Magic does not assume responsibility for fundamental advancements in cryptography which could render inoperative the current cryptography algorithms utilized by a Blockchain supporting a specific Virtual Currency.

  • Magic makes no guarantee as to the security of any Blockchain. Magic is not liable for any hacks, double spending, stolen Virtual Currency, or any other attacks on a Blockchain, including, but not limited to, majority attacks in which a nation-state or other party with sufficient computing power is able to control and manipulate the records of a Blockchain.

  • Magic makes no guarantees as to the security of AWS and is not liable for any hacks or attacks on AWS’s systems.

  • Magic is not liable for any hacks or malicious attempts or phishing scams to obtain access to your Wallet via your Magic Link, email address or phone. You alone are responsible for ensuring that you do not provide your Magic Link to any other person and or entity.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Magic’s) rights. You are the sole owner of the Virtual Currency in your Wallet and may elect to extract your private key or other transfer your Virtual Currency to another wallet, subject to any limitations set forth in these Terms.

You understand that, excluding any open source software or third-party software that the Services incorporate, Magic owns the Services including all technology, Content and other materials used, displayed or provided in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable, license to access and use those portions of the Services that are proprietary to Magic Services. You acknowledge that the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not: (a) modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section or, in the event you are a developer, as provided in our Developer Terms of Service and Developer API & SDK License Agreement) the Services or (b) otherwise use the Services in a manner that violates the licenses granted in these Terms or any other Open-Source Licenses.

Any of Magic’s product or service names, logos, and other marks used as a part of the Services, including Magic's name and logo are trademarks owned by Magic, its affiliates or its applicable licensors. You may not copy, imitate or use them without Magic’s (or the applicable licensor’s) prior written consent.

Who is responsible for what I see and do on the Services?

Any third-party goods or services, information or content publicly posted or privately transmitted or made available through the Services is the sole responsibility of the person from whom such goods, services or content originated, and you obtain such goods or services and access all such information and content at your own risk, and we aren’t liable for any errors or omissions or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third party websites, applications or services that are not owned or controlled by Magic, and typically, you will access our Services through third party websites, applications or services that integrate with our Services. When you access third party websites or applications, or when you use third party services, you accept that there are risks in doing so, and that Magic is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

Magic has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Magic will not and cannot monitor, verify, censor or edit the content of any third-party site or service. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. By using the Services, you release and hold us harmless from any and all liability, losses or damages arising from your use of any third-party website or service.

If there is a dispute between participants of the Services, or between users and any third party, you agree that Magic is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Magic, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

What if I want to stop using the Services?

You're free to do that at any time; please refer to our User Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services.

If you would like to stop using the Services and export the contents of your Wallet, you may choose to export a copy of your private key from your account. Upon electing to export your private key, you will be able to download a copy of, or directly copy, your private key associated with the Wallet you are using with Magic (the “Private Key Copy”) by following instructions provided by Magic. Once Magic has provided you access to your Private Key Copy, you acknowledge and agree that:

MAGIC DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO YOUR PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY THAT WAS CONTAINED IN YOUR WALLET ON MAGIC’S SERVICES. YOU ALONE WILL BE RESPONSIBLE FOR THE MANAGEMENT OF YOUR PRIVATE KEY COPY AND KEEPING SUCH PRIVATE KEY COPY SECURE, AND MAGIC WILL NOT ASSIST YOU WITH STORING YOUR PRIVATE KEY COPY. IF YOU LOSE ACCESS TO YOUR PRIVATE KEY COPY, YOU ACKNOWLEDGE AND AGREE THAT MAGIC HAS NO ABILITY TO ASSIST YOU IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY YOU HAVE ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME INACCESSIBLE. MAGIC IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE CUSTOMER SERVICE FOR ANY OTHER WALLET SOFTWARE YOU MAY USE THIS PRIVATE KEY WITH, AND THAT MAGIC DOES NOT REPRESENT THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH OR PROTECT YOUR PRIVATE KEY. MAGIC SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.

Magic is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Magic has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. In the event that we terminate your use of the Services, unless prohibited by applicable laws, we will endeavor to contact you and arrange for you to download your Private Key Copy to remove any Virtual Currency to another Wallet. If we cannot contact you, your Wallet may remain inactive through our Services and you will need to retrieve your Private Key Copy to access your Wallet using other services or software.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

What else do I need to know?

Warranty Disclaimer. Neither Magic nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Magic or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY MAGIC (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THE SECURITY ASSOCIATED USE OF, OR TRANSMISSION OF INFORMATION THROUGH, THE SERVICES. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. Magic shall not be liable for any action taken or omitted by it pursuant to, or in connection with, these Terms except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that Magic’s gross negligence or willful misconduct was the direct cause of any loss to you, and subject to the limitations set forth below.

Notwithstanding anything to the contrary in these Terms, Magic shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to:

  • the ownership, validity or genuineness of any Virtual Currency;

  • the collectability, insurability, effectiveness, marketability or suitability of any Virtual Currency; or

  • losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond its control, including without limitation: acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party.

Notwithstanding anything in these Terms to the contrary, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL MAGIC (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) \$100 OR (II) THE AMOUNTS PAID BY YOU TO MAGIC IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold Magic, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Magic’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations to an affiliate or a successor entity without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined 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 shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND MAGIC ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Reporting Suspected Vulnerabilities. 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

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Magic may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Magic agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Magic, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Magic, and you do not have any authority of any kind to bind Magic in any respect whatsoever.

You and Magic agree there are no third-party beneficiaries intended under these Terms.