Pre-Release Terms of Service

Version 2026-11-04c | November 4, 2026

1. Who we are and what these Terms cover

These Pre-Release Terms of Service ("Terms") are an agreement with Magnetic Ventures LLC ("Magnetic Ventures," "we," "us" or "our"). They cover the product identified when you accept them, and related applications, websites, APIs, MCP servers, integrations, documentation and updates we provide (the "Service"). "Magnetic Parties" means Magnetic Ventures, its affiliates, and their personnel, licensors and suppliers.

An authorized representative can accept these Terms for your organization at registration or in writing. If we separately agree in writing to different terms for this preview, that agreement controls where they conflict. The Privacy Policy describes how we handle information. A separately agreed data processing addendum controls for its subject matter.

2. Accounts on behalf of an organization

2.1 Business use only. The Service is offered only for business and professional use. It is not intended for personal, family or household use, and you must be at least 18 years old to use it. The Service is offered for use in the United States, and we make no representation that it is appropriate or available for use elsewhere.

2.2 You and your organization. The person accepting these Terms for a company or other entity (the "Organization") must have authority to bind it. "You" means that Organization, or the individual business user accepting for their own account. Invited employees and contractors may use the Service under their Organization's agreement and permissions; they must comply with the applicable use restrictions but need not individually enter a new agreement for the Organization.

2.3 Organization administrators. If your account is part of an Organization workspace, the Organization's administrators may invite and remove users, change roles and permissions, and access, modify, export, transfer or delete content in that workspace, including content you created. Your Organization is responsible for its users and for their compliance with these Terms.

2.4 Account security. You must provide accurate registration information and keep your credentials secure. You are responsible for all activity under your account, including activity by AI clients, agents, API keys and connected applications you authorize. Notify us promptly at the contact address below if you suspect unauthorized access.

3. Pre-release service

The Service is an early version we make available for internal evaluation and feedback. Features may change, stop working or be withdrawn. Keep copies of important materials and do not rely on the preview for production or mission-critical work. We welcome suggestions and make no commitment to build particular features, meet delivery dates or provide service levels unless we agree to do so in writing.

4. Your content

4.1 Your Content. "Your Content" means data, text, skills, files, prompts, instructions, code, configurations and other materials you or your users submit, plus Output generated for you. You retain your rights in Your Content. Platform Technology and contributions assigned under Section 10 are not Your Content; uploading our technology does not change its ownership.

4.2 Permission to process. You authorize us and our service providers to host, copy, process, transmit and display Your Content as needed to operate, maintain, secure and support the Service you request. This includes managing accounts, storing and retrieving content, running requested AI features and automations, and sending invitations and service messages. It does not authorize using Your Content to train general-purpose models or to build or reproduce your specific workflows for other clients. Our right to learn general insights is described in Section 5. Retention after termination is limited by Section 11.

4.3 Human access. Our personnel and contractors may access Your Content as needed for the purposes in Section 4.2, subject to access controls and confidentiality obligations.

4.4 Your responsibilities. You are responsible for lawful instructions and for the rights, notices and consents needed to submit Your Content for processing under these Terms. Each party remains responsible for its own compliance with applicable law.

4.5 Prohibited data. Unless we agree otherwise in writing, do not submit protected health information subject to HIPAA, payment card data, government identification numbers, financial account credentials, biometric data, sensitive personal information subject to heightened legal protection, data about children, or export-controlled or classified information. We may restrict or remove prohibited data, subject to applicable law.

4.6 Confidentiality. Each party will protect the other's nonpublic information that is identified as confidential or reasonably understood to be confidential ("Confidential Information") with reasonable care, and use it only for this agreement. Your Content and our nonpublic code and designs are covered. Disclosure is limited to personnel, advisors and service providers who need the information for that purpose and are required to protect it, or as required by law, with notice where legally permitted. This excludes information lawfully known without restriction, made public without breach, independently developed, or lawfully obtained from another source without restriction. These duties last two years after disclosure; trade secrets remain protected while they qualify. Personal information remains subject to the data protection duties below for as long as it is retained.

4.7 Personal information. For personal information we process on your behalf, you determine the purposes and instructions and we act as your service provider or processor under applicable privacy law. The information may concern your users, personnel, customers and other people whose information you lawfully provide, and may include contact details, identifiers, activity records and personal information in Your Content. We process it for the specific purposes in Section 4.2, for the duration of the Service and the limited retention in Section 11. These Terms and your authorized use of the Service are your instructions. We will comply with applicable privacy obligations, including the California Consumer Privacy Act where applicable, and provide the level of privacy protection those laws require.

4.8 Processing limits. We do not sell personal information we process on your behalf or share it for cross-context behavioral advertising. We use, retain and disclose that information only for the purposes specified here and within our direct business relationship with you. We do not combine it with information from other customers or our own interactions with individuals except as applicable law permits. Information retained for our own account administration, billing, legal compliance or security records is limited to what is necessary and lawful for those purposes. It does not give us a right to reuse private customer content for unrelated purposes.

4.9 Service providers. You authorize us to use providers for hosting, storage, communications, authentication and AI processing. We require terms that protect information and impose applicable downstream processing obligations. A provider's standard terms or data processing agreement may satisfy these requirements. We remain responsible for processing on our behalf. We will identify providers and give notice of changes when applicable law or an agreed data processing addendum requires it.

4.10 Security and incidents. We will use reasonable administrative, technical and physical safeguards, including access controls and encryption in transit. We will notify your designated contact within 72 hours after discovering unauthorized access to or disclosure of Your Content in our or our service providers' custody, or earlier if applicable law requires. We will provide available information, updates and reasonable cooperation in response. You manage security and backups for your own accounts and infrastructure. This allocation does not excuse our own obligations.

4.11 Requests and oversight. We will reasonably assist you with access, correction, deletion and other privacy requests, and with legally required security, assessment and compliance obligations, in time to support applicable deadlines. We will refer requests about information processed for you to you, unless law requires otherwise. We will provide information and allow reasonable verification needed to confirm compliant processing, ordinarily starting with documentation and subject to safeguards for security, other customers and confidential information. You may take reasonable steps to stop and remedy unauthorized processing. We will notify you if we determine we can no longer meet these obligations and work with you to correct or stop the affected processing. Return and deletion are addressed in Section 11.

5. Feedback, usage data and publicity

5.1 Feedback and general insights. We may use nonconfidential suggestions and general insights about how customers use the Service and what capabilities they need to develop and commercialize platform improvements for all clients, without payment or attribution. We own those improvements. This does not permit copying or reproducing your specific workflows for other clients, or using Your Content or Confidential Information for that purpose. Giving feedback does not waive confidentiality or transfer ownership of your materials.

5.2 Usage Data. We collect technical, diagnostic, performance and usage information about the Service ("Usage Data"). We may use it to operate, secure and improve the Service and identify general capability needs. Personal information and Confidential Information in logs remain subject to Section 4; labeling them Usage Data does not remove those protections.

5.3 Aggregated and de-identified data. Where legally permitted, we may use aggregated or de-identified information for product improvement and other lawful purposes. We will take reasonable measures to prevent identification of an individual or Organization, maintain it in de-identified form and not attempt re-identification except to test the process as law permits. Any recipients must agree to equivalent restrictions. De-identification does not permit disclosure or reproduction of your confidential methods or specific workflows.

5.4 Publicity. We may identify your Organization as a user or design partner of the Service, including by name and logo, in customer lists, presentations and marketing materials. Your Organization may ask us to stop at any time by writing to us, and we will stop for future materials.

5.5 Research sessions. We may record or transcribe research calls and demos after giving notice and obtaining any required participant consent. Recordings and transcripts remain subject to Section 4; they are not unrestricted Feedback merely because they contain suggestions.

6. AI features and Output

6.1 AI. The Service may send Your Content to third-party AI model providers to generate responses, summaries, suggestions, classifications, actions or other results ("Output"). Providers we select process it subject to Section 4. Customer-selected AI clients and integrations are addressed in Section 7.

6.2 Output may be wrong. AI is probabilistic. Output may be inaccurate, incomplete, outdated, biased, offensive, insecure, or similar to output generated for others, and it may not reflect our views. You are responsible for reviewing and verifying Output before you rely on it, share it or act on it. Output is not legal, financial, tax, medical, employment or other professional advice.

6.3 Agents and automated actions. Some features let AI agents, workflows, tools or automations take actions, such as sending messages, editing records, calling APIs, or retrieving and executing instructions in third-party AI clients. You are responsible for configuring, approving, supervising and monitoring those actions, for the permissions you grant, and for all results of actions taken by or through your account, whether or not you reviewed each one individually.

6.4 Rights in Output. As between you and us, we assign to you any rights we have in Output generated for you, excluding Platform Technology and third-party materials. Section 4.2 applies to processing Output. Output may not qualify for intellectual property protection.

7. Third-party services and AI clients

You may connect third-party AI clients, identity providers, business systems and other applications under your own accounts ("Third-Party Services"). At your direction, the Service may send information to or retrieve it from them. Their handling of that information is governed by your agreement with those providers, and you are responsible for the permissions you grant. We do not control those independent services or guarantee continued integrations. This is different from providers we select to process data on our behalf, for which Section 4 applies. We remain responsible for our own processing and compliance with your authorized instructions.

8. Acceptable use

You will not, and will not permit anyone to: (a) use the Service in violation of law or the rights of others; (b) misappropriate Platform Technology or Confidential Information to build another product; (c) reverse engineer, decompile or attempt to derive source code, model weights, prompts or system instructions, except where this restriction is prohibited by law; (d) bypass or probe access controls, rate limits, security or authorization, or test for vulnerabilities without our written permission; (e) upload malware or use the Service to send spam or unlawful communications; (f) use the Service to generate or distribute unlawful, harmful, deceptive, infringing or abusive content; (g) resell, sublicense or provide the Service to third parties outside your Organization; (h) interfere with or overload the Service; or (i) violate the usage policies of the AI model providers whose models the Service uses.

9. Nonpublic product information

Nonpublic code, designs, roadmaps, documentation and pricing shared with you are covered by Section 4.6.

10. Our intellectual property

10.1 Platform ownership and access. We or our licensors own the Service, its core code, SDKs, templates, general-purpose tools and components, and improvements ("Platform Technology"), including improvements informed by customer requirements. Platform Technology excludes Your Content and your Confidential Information. Subject to these Terms, you and your authorized personnel may use the Service, supplied SDKs and templates for your internal business purposes during authorized access, including installation where we provide it. No core source code delivery or perpetual platform license is granted. Third-party components retain their own licenses.

10.2 Client-specific code. You own original client-specific code and materials your personnel create, excluding Platform Technology. We own code we create. For client-specific source code we deliver to you under these Terms, we grant a perpetual, worldwide, non-exclusive, royalty-free license to use, copy and modify that code internally, through your personnel and service providers acting for you. This does not extend the license to Platform Technology or guarantee the delivered code works without it. Repository location does not determine ownership.

10.3 Contributions to the platform. You hereby assign to us all rights you hold or later obtain in modifications and additions your personnel make to Platform Technology itself in connection with the Service, including inadvertent or unapproved changes. Future rights transfer when obtained. This excludes Your Content and Confidential Information even if placed in core code. For rights that cannot be assigned, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use, copy, modify, distribute and commercialize those contributions. Each party will obtain the rights from its personnel, including written assignments where needed, to give effect to this section.

11. Suspension and termination

11.1 Ending access. Either party may end the preview by email unless we agree to a different term in writing. We may suspend access immediately for unlawful use or a material security risk and will notify you as soon as reasonably practicable. Your platform license ends when access ends. Your ownership and the continuing rights in Section 10.2 survive.

11.2 Data requests. Your authorized workspace administrator may email legal@magneticventures.xyz to request a copy of available workspace content or its deletion, including after access ends. We will verify the request and provide the available content or delete it as requested, subject to applicable law. An export excludes platform source code. Individuals may use the same address for privacy requests. We will coordinate with the responsible organization where appropriate and meet applicable legal deadlines.

11.3 Retention. We keep content as needed to provide the Service, follow lawful customer instructions and meet legal obligations. We retain limited account, security or legal records only as necessary for a permitted purpose. Protected backup copies expire through normal rotation. Required deletions apply if those copies are restored or otherwise put back into use.

11.4 Continuing obligations. Ownership, continuing licenses, confidentiality, processing restrictions, return and deletion, accrued fees, liability and dispute provisions survive as needed to give them effect.

12. Disclaimer of warranties

EXCEPT FOR COMMITMENTS EXPRESSLY MADE IN THESE TERMS OR OTHERWISE AGREED IN WRITING, THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE EXTENT PERMITTED BY LAW, THE MAGNETIC PARTIES DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT AI OUTPUT WILL BE ACCURATE.

13. Limitation of liability

13.1 Excluded damages. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION OR LOST DATA ARISING OUT OF THESE TERMS OR THE SERVICE. These exclusions and the cap below apply under any theory of liability, including contract, tort and negligence, even if advised of the possibility of the loss.

13.2 Aggregate cap per product. Subject to Section 13.3, the Magnetic Parties’ total liability to you, your Organization and its users combined for all claims concerning a product is limited to US $500 if access was free when the first event giving rise to a claim occurred. If access was paid at that time, the limit is the greater of US $500 or the preview fees attributable to that product for the 90 days immediately before that first event. Fees paid or payable for a longer billing period are allocated proportionately to the days that fall in that window. This is one aggregate limit per product across all claims and users.

13.3 Exceptions. These limits do not cover fraud, willful misconduct or liability that cannot legally be limited. They apply even if a limited remedy fails of its essential purpose.

14. Indemnification

Neither party owes indemnification unless it expressly agrees to it in writing.

15. Disputes

15.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal resolution. Before starting any proceeding, other than a claim for injunctive or other equitable relief permitted by Section 15.3, the party with a dispute must send the other a written notice describing it and the relief sought, and the parties will try in good faith to resolve it for 30 days.

15.3 Binding arbitration. Any dispute that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be seated in Broward County, Florida, and may be conducted by videoconference. Judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information.

15.4 Individual claims only. YOU AND MAGNETIC VENTURES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. If this class, collective and representative action waiver is found unenforceable as to a claim, that claim will be decided in court and not in arbitration.

15.5 Venue and jury waiver. For any matter permitted to proceed in court, the state and federal courts located in Broward County, Florida have exclusive jurisdiction, and each party consents to personal jurisdiction there. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND MAGNETIC VENTURES EACH WAIVE ANY RIGHT TO A JURY TRIAL.

16. Changes to these Terms

We will give notice of material changes before they take effect and ask your authorized representative to accept the updated Terms. Changes apply going forward. If you decline, either party may end access under Section 11. If we agreed in writing to a specific version, it continues to apply until we both agree otherwise in writing.

17. General

17.1 Assignment. Either party may assign this agreement with the other's written consent, not unreasonably withheld, or without consent to an affiliate or in connection with a merger, reorganization or sale of the relevant business or assets, provided the assignee assumes its obligations.

17.2 Export and sanctions. You will comply with all applicable export control and sanctions laws. You represent that you are not located in, or a resident or national of, an embargoed country or region, and are not on any U.S. government restricted-party list.

17.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse reasonable mitigation, applicable privacy duties or required incident notices.

17.4 Written communications. Notices may be sent by email to the parties' designated contacts or your account administrator. A written agreement may include an agreed email exchange between authorized representatives. Electronic signatures and affirmative online acceptance are effective signatures. These Terms and any separate written agreement for this preview form the entire agreement for your use of the pre-release Service. Separately commissioned advisory work remains subject to its own agreement.

17.5 Miscellaneous. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest will remain in effect. Our failure to enforce a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries except the Magnetic Parties under Sections 12 through 14. Headings are for convenience only, and "including" means "including without limitation."

18. Contact

Magnetic Ventures LLC
7901 4th St. N #18029
St. Petersburg, Florida 33702
legal@magneticventures.xyz