TERMS AND CONDITIONS

Last Updated: April 23, 2025

1. AGREEMENT TO TERMS

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and MagSway Technologies Inc. (“MagSway,” “we,” “our,” or “us”) regarding your access to and use of the MagSway website, mobile application, and all related services (collectively, the “Platform”).

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Platform.

2. ELIGIBILITY

You must be at least 16 years of age to use the Platform. By using the Platform, you represent and warrant that you meet this requirement and that you have the right, authority, and capacity to enter into these Terms.

If you are using the Platform on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

3. ACCOUNT REGISTRATION

3.1 Account Creation

To access certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Account Types

The Platform offers different account types:

  • Creator/Influencer accounts
  • Brand accounts
  • Agency accounts

Each account type has specific features, capabilities, and terms as described on the Platform.

3.3 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account.

4. PLATFORM SERVICES

4.1 Creator Services

For Creators, the Platform offers:

  • Tools to monetize content through various revenue streams
  • Brand collaboration opportunities
  • Mentorship scheduling with followers
  • Social commerce capabilities
  • GenAI tools for content creation
  • Analytics and performance tracking

4.2 Brand and Agency Services

For Brands and Agencies, the Platform offers:

  • AI-based creator matchmaking
  • Campaign management tools
  • Performance analytics and ROI tracking
  • Social commerce integration
  • Content promotion tools

4.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time, with or without notice. We will not be liable to you or to any third party for any such modifications, suspensions, or discontinuations.

5. USER CONTENT AND CONDUCT

5.1 User Content

“User Content” means any content that users submit, post, or display on the Platform, including but not limited to text, images, videos, links, and other materials.

You retain all rights in your User Content, but you grant MagSway a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with operating and promoting the Platform.

5.2 Content Restrictions

You agree not to post, upload, or share User Content that:

  • Infringes on intellectual property rights
  • Contains illegal, harmful, threatening, abusive, or defamatory content
  • Contains nudity, excessive violence, or offensive subject matter
  • Violates any person’s right to privacy or publicity
  • Promotes discrimination, bigotry, racism, or hatred
  • Is false, misleading, or deceptive
  • Contains viruses, malware, or other harmful code

5.3 Conduct Restrictions

You agree not to:

  • Use the Platform for any illegal purpose
  • Impersonate any person or entity
  • Harass, abuse, or harm another person
  • Interfere with or disrupt the Platform
  • Attempt to gain unauthorized access to the Platform
  • Scrape or collect data from the Platform without permission
  • Use the Platform to send unsolicited communications
  • Manipulate engagement metrics or follower counts

6. FEES AND PAYMENTS

6.1 Fee Structure

MagSway charges fees for certain services on the Platform:

  • Monthly subscription fees for SaaS services
  • Revenue sharing for creator monetization (70-30 split)
  • Commission on social commerce transactions (10%)
  • Fees for GenAI services

Current pricing is displayed on the Platform and may be updated from time to time.

6.2 Payment Terms

You agree to pay all fees and charges associated with your account on the terms specified when you registered or as subsequently modified. All fees are exclusive of taxes, which you are responsible for paying.

6.3 Payment Processing

Payments are processed through third-party payment processors. Your use of such services is subject to their terms and conditions, which we encourage you to review.

6.4 Late Payments

Late payments may result in suspension or termination of your account or access to certain features.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 MagSway Intellectual Property

The Platform and its content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by MagSway, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purposes and in accordance with these Terms.

7.3 Restrictions

You may not:

  • Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform without our express written consent
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform
  • Access or use the Platform for any commercial purpose other than those expressly permitted by these Terms

7.4 Feedback

If you provide us with any feedback or suggestions regarding the Platform (“Feedback”), you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use the Feedback in any manner we see fit.

8. TERMINATION

8.1 Termination by You

You may terminate your account at any time by following the instructions on the Platform or by contacting us.

8.2 Termination by MagSway

We may terminate or suspend your account and access to the Platform immediately, without prior notice or liability, for any reason, including if you breach these Terms.

8.3 Effect of Termination

Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. DISCLAIMERS

9.1 Platform “As Is”

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 No Guarantees

MagSway does not guarantee that:

  • The Platform will meet your specific requirements
  • The Platform will be uninterrupted, timely, secure, or error-free
  • The results from using the Platform will be accurate or reliable
  • Any content or information you obtain through the Platform will be accurate or reliable
  • Any errors in the Platform will be corrected

9.3 Creator and Brand Relationships

MagSway facilitates connections between Creators and Brands but does not guarantee collaborations, engagement, or financial results. We do not endorse any Creator or Brand on the Platform.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MAGSWAY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

  • YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM
  • ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM
  • ANY CONTENT OBTAINED FROM THE PLATFORM
  • UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF MAGSWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MAGSWAY’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE PLATFORM DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless MagSway, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, your User Content, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms.

12. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles.

Any dispute arising from or relating to these Terms or the Platform shall be resolved through binding arbitration conducted in [Your City, State/Province], except that you may assert claims in small claims court if your claims qualify.

13. GENERAL PROVISIONS

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and MagSway concerning the Platform.

13.2 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and MagSway’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

13.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

13.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without MagSway’s prior written consent. MagSway may freely assign these Terms without restriction.

13.5 Notices

Any notices or other communications provided by MagSway under these Terms will be given by posting to the Platform or by email to the address you provide during registration.

14. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

MagSway Technologies Inc. Email: support@magsway.co Address: 1750-1055 West Georgia St, Vancouver, British Columbia, V6E 3P3.