AuditBull — Terms of Service

Product: AuditBull (the "Service") Provider: Magnataur Consulting, LLC Document type: Master SaaS Terms of Service Version: 1.0 — August 2, 2026

1. Acceptance & Parties

1.1 Parties. These Terms of Service (together with all documents incorporated by reference, this "Agreement") are a binding contract between Magnataur Consulting, LLC, a Delaware limited liability company ("Magnataur", "we", "us", or "our"), and the organization that subscribes to or uses the Service (the "Customer", "you", or "your"). Magnataur and Customer are each a "party" and together the "parties."

1.2 The Service. "AuditBull" or the "Service" is Magnataur's multi-tenant Governance, Risk & Compliance ("GRC") software-as-a-service platform, distributed through Microsoft Teams and an associated web application.

1.3 Acceptance. By (a) clicking "I accept" or a similar control, (b) executing an order form, order confirmation, or other ordering document that references this Agreement (an "Order"), or (c) accessing or using the Service, you agree to this Agreement. If you do not agree, do not access or use the Service.

1.4 Authority. The individual accepting this Agreement represents and warrants that they are authorized to bind the Customer. If you are accepting on behalf of an organization, "Customer" refers to that organization and you bind it to this Agreement.

1.5 Eligibility; business use only. The Service is offered for use by organizations in the course of their business. It is not directed to consumers or to individuals for personal, family, or household purposes.

1.6 Order of precedence. In the event of a conflict, the following order of precedence governs: (1) a mutually executed Order; (2) the Data Processing Addendum (the "DPA"); (3) these Terms of Service; (4) any policy or documentation incorporated by reference. A pre-printed or click-through term on a Customer-issued purchase order or vendor portal has no effect and is expressly rejected.

2. Definitions

Capitalized terms have the meanings given where first defined and as set out below.

• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
• "Agreement" has the meaning in Section 1.1.
• "Authorized User" means an individual (such as an employee, contractor, or agent of Customer) whom Customer permits to access the Service under Customer's subscription.
• "Billing Administrator" means an Authorized User designated by Customer with permission to view and manage Customer's subscription, plan, and payment method.
• "Controller" means the entity that determines the purposes and means of the Processing of Personal Data. As between the parties, Customer is the Controller.
• "Customer Data" means all data, content, and information that Customer or its Authorized Users submit to, upload to, or generate within the Service, including records of systems, risks, vendors, access reviews, assessments, and compliance workflows, but excluding Service Analytics (defined in Section 8).
• "Documentation" means Magnataur's then-current published user guides and technical documentation for the Service.
• "DPA" means the Data Processing Addendum entered into between the parties, which is incorporated into this Agreement by reference.
• "Order" has the meaning in Section 1.3.
• "Personal Data" means any information relating to an identified or identifiable natural person that is contained within Customer Data and Processed by Magnataur on Customer's behalf.
• "Privacy Policy" means Magnataur's then-current privacy policy applicable to the Service.
• "Processing" (and "Process") means any operation performed on Personal Data, as further described in the DPA.
• "Processor" means the entity that Processes Personal Data on behalf of the Controller. As between the parties, Magnataur is the Processor.
• "Service" has the meaning in Section 1.2.
• "Sub-processor" means a third party engaged by Magnataur to Process Personal Data in connection with the Service, as listed in the DPA.
• "Subscription Term" means the period during which Customer is authorized to access the Service, as set out in an Order or, absent an Order, the month-to-month period for which fees have been paid.

3. The Service, Access & License Grant

3.1 Provision of the Service. Subject to this Agreement, Magnataur will make the Service available to Customer during the Subscription Term. The Documentation describes the Service but does not expand Magnataur's obligations or create any warranty; the Service is provided on the "as is" basis stated in Section 10.

3.2 License grant. Magnataur grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes and subject to the applicable plan limits and this Agreement.

3.3 Authorized Users. Customer may permit its Authorized Users to use the Service on Customer's behalf. Customer is responsible for its Authorized Users' compliance with this Agreement and for all activity that occurs under Customer's tenant, whether or not authorized by Customer.

3.4 Distribution surfaces. The Service is accessed through Magnataur's web application and through the Microsoft Teams application. Customer's use of Microsoft Teams, Microsoft Entra ID, and other Microsoft services is governed by Customer's own agreements with Microsoft; Magnataur is not responsible for those third-party services.

3.5 Provisioning and modifications. Magnataur may add, change, suspend, deprecate, or remove features or functionality of the Service, in whole or in part, at any time. If a change discontinues a material feature of a paid plan during a paid Subscription Term, Customer's sole and exclusive remedy is to cancel the affected subscription and receive a pro-rata refund of pre-paid, unused fees for the remainder of the then-current Subscription Term.

3.6 Beta and AI features. Magnataur may make optional, pre-release, or AI-assisted features available (for example, the assessment engine). Such features may be labeled beta, preview, or similar, are provided "as is" without warranty, and may be modified or withdrawn at any time. AI-assisted features are invoked only when Customer chooses to use them; see Section 9 and the DPA for the associated Processing and Sub-processor terms.

3.7 Reservation of rights. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise. Magnataur reserves all rights not expressly granted.

3.8 Support; availability. Magnataur may, in its sole discretion, provide support for the Service through channels it designates from time to time. MAGNATAUR DOES NOT COMMIT TO ANY SUPPORT, RESPONSE TIME, RESOLUTION TIME, MAINTENANCE WINDOW, UPTIME, OR AVAILABILITY LEVEL, AND NO SERVICE-LEVEL AGREEMENT OR SERVICE CREDITS APPLY, UNLESS EXPRESSLY AGREED IN A MUTUALLY EXECUTED ORDER. Support, if any, may be modified or discontinued at any time.

4. Customer Responsibilities & Acceptable Use

4.1 Account security. Customer is responsible for maintaining the confidentiality of its account and for configuring its Authorized Users, roles, and access appropriately. Authentication is performed through Microsoft Entra ID and Clerk (Google and email sign-in); Magnataur does not store Customer passwords. Customer is responsible for the security of its own identity provider and directory.

4.2 Customer Data. Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining all rights and consents necessary for Magnataur to Process it in accordance with this Agreement and the DPA.

4.3 Acceptable use. Customer will not, and will not permit any Authorized User or third party to:

(a) use the Service in violation of applicable law or third-party rights; (b) sell, resell, rent, lease, or provide the Service to a third party as a standalone commercial offering, except as expressly permitted under a separate written partner or reseller agreement with Magnataur; (c) reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law; (d) copy, modify, or create derivative works of the Service; (e) interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to the Service, other tenants, or related systems or networks; (f) circumvent or attempt to circumvent tenant isolation, access controls, usage limits, or metering; (g) upload or transmit malicious code, or use the Service to store or transmit material that infringes, is defamatory, or is otherwise unlawful; (h) conduct penetration testing, vulnerability scanning, or load testing of the Service without Magnataur's prior written consent; or (i) use the Service to build a competing product or to benchmark it for a competitor.

4.4 Suspension. Magnataur may suspend Customer's or an Authorized User's access to the Service, in whole or in part, if Magnataur reasonably determines that (a) continued use poses a security risk to the Service or other customers, (b) Customer is in material breach of Section 4.3, or (c) suspension is required to comply with law. Magnataur will use commercially reasonable efforts to notify Customer and to limit the scope and duration of any suspension. Suspension for cause does not relieve Customer of its payment obligations.

4.5 Compliance responsibility. The Service is a tool that supports Customer's GRC program. Customer remains solely responsible for its own regulatory and compliance obligations and for any decisions it makes based on outputs of the Service. Magnataur does not provide legal, audit, or professional compliance advice.

4.6 Customer copies. Customer is responsible for exporting and retaining its own copies of any Customer Data it requires for its records, evidence, or continuity purposes, using the export functionality described in Section 9.5. Magnataur is not a system of archival record for Customer.

5. Fees, Billing, Taxes & Renewals

5.1 Fees. Customer will pay the fees for the Service as set out in the applicable Order or plan selection. Fees are based on the subscription plan and any usage-metered features. For example, the "Pro" tier is offered at US $1,500 per month (or US $11,988 per year, the discounted annual rate). Plan and pricing details are as presented at the point of subscription or in the applicable Order.

5.2 Payment processing. Billing and payment for the Service are processed by Stripe, Inc. ("Stripe"). By providing a payment method, Customer authorizes Magnataur (through Stripe) to charge the applicable fees. Customer's use of Stripe is also subject to Stripe's terms. Magnataur does not store full payment card numbers; card data is handled by Stripe.

5.3 Billing Administrator. Only an Authorized User designated as a Billing Administrator may view or manage Customer's subscription, including selecting or changing the plan, updating the payment method, or cancelling. Customer is responsible for designating and maintaining an accurate Billing Administrator.

5.4 Auto-renewal. Unless otherwise stated in an Order, subscriptions renew automatically at the end of each billing period (for the Pro tier, monthly) for a successive period of the same length, at Magnataur's then-current fees for the applicable plan, until cancelled. Customer's Billing Administrator may cancel auto-renewal at any time before the start of the next billing period through the in-product billing controls; cancellation takes effect at the end of the then-current billing period.

5.5 No refunds. Except as expressly stated in this Agreement or required by applicable law, fees are non-cancellable and payments are non-refundable, and Customer will not be entitled to a refund or credit for a partial billing period.

5.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes and duties associated with its purchase, excluding taxes based on Magnataur's net income. If Magnataur is required to collect such taxes, they will be added to the amounts charged.

5.7 Late payment. If a charge fails or an undisputed amount is overdue, Magnataur may (a) apply interest on the overdue amount at the lower of 1.5% per month or the maximum rate permitted by law, and (b) suspend the Service after reasonable notice until payment is made. Customer will reimburse Magnataur's reasonable costs of collecting overdue amounts, including reasonable attorneys' fees.

5.8 Price changes. Magnataur may change its fees for a renewal term by providing notice at least 30 days before the start of that renewal term. The revised fees apply from the next renewal.

5.9 External purchases. AuditBull's Microsoft Teams application does not sell products or services or process payments within Microsoft Teams. Subscriptions are purchased and managed through the AuditBull web application or by arrangement with Magnataur, and payment is processed externally by Stripe, Inc. Any purchase is governed by this Agreement, not by any Microsoft marketplace terms.

6. Term & Termination

6.1 Term. This Agreement begins on the date Customer first accepts it (or the Order effective date, if earlier) and continues for so long as Customer has an active Subscription Term.

6.2 Termination for convenience. Customer may terminate by cancelling its subscription through the in-product billing controls (managed by the Billing Administrator); termination is effective at the end of the then-current billing period. Where an Order specifies a fixed committed term, termination for convenience does not entitle Customer to a refund of pre-paid fees for that term.

6.3 Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice of it (or immediately, for a breach that by its nature cannot be cured).

6.4 Termination for insolvency. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding not dismissed within 60 days.

6.5 Effect of termination. On expiration or termination:

(a) Customer's right to access and use the Service ends; (b) any amounts accrued and payable before the effective date of termination remain due; (c) each party will, on request, return or destroy the other party's Confidential Information in its possession, subject to the survival and data-handling provisions below; and (d) handling, retention, export, and deletion of Customer Data and Personal Data are governed by the DPA and by Section 9 of this Agreement. In summary, on a verified Customer request made in-platform, Magnataur revokes access and deletes Customer's tenant data within the period stated in Section 9, except that append-only audit records containing Personal Data are pseudonymized rather than deleted in order to preserve the integrity of the compliance audit trail.

6.6 Survival. Sections 2 (Definitions), 5 (accrued fees), 6.5–6.6, 7 (Confidentiality), 8 (Intellectual Property), 10 (Warranties & Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law & Dispute Resolution), and 15 (Miscellaneous), and any provision that by its nature should survive, survive termination.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Service, Documentation, and non-public pricing are Magnataur's Confidential Information. This Agreement's terms are the Confidential Information of both parties.

7.2 Exclusions. Confidential Information does not include information that the Receiving Party can show (a) is or becomes public through no fault of the Receiving Party, (b) was known to it without a duty of confidentiality before disclosure, (c) is rightfully received from a third party without a duty of confidentiality, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

7.3 Obligations. The Receiving Party will (a) use the Disclosing Party's Confidential Information only to perform under this Agreement, (b) protect it with at least the same care it uses for its own information of like kind (and no less than reasonable care), and (c) disclose it only to its personnel and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

7.4 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that (where legally permitted) it gives the Disclosing Party reasonable prior notice and cooperates in seeking protective treatment.

8. Intellectual-Property Ownership

8.1 Customer Data. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Magnataur a non-exclusive, worldwide, royalty-free right to host, copy, transmit, display, and Process Customer Data solely as necessary to provide, secure, and support the Service, and as otherwise permitted under the DPA.

8.2 The Service. As between the parties, Magnataur owns and retains all right, title, and interest in and to the Service, the Documentation, and all related software, models, know-how, and intellectual property, including all modifications and improvements. No ownership rights in the Service transfer to Customer.

8.3 Feedback. If Customer provides suggestions, ideas, or feedback about the Service, Magnataur may use them without restriction or obligation. Feedback is provided voluntarily and does not include Customer Data.

8.4 Service Analytics. Magnataur may collect and use technical, aggregated, and de-identified data about the configuration, performance, and use of the Service ("Service Analytics") to operate, secure, support, and improve the Service and Magnataur's business. Service Analytics do not identify Customer, any Authorized User, or any individual, and Magnataur will not disclose Customer Data as part of Service Analytics.

9. Data Protection & Privacy

9.1 Roles. As between the parties and with respect to Personal Data within Customer Data, Customer is the Controller and Magnataur is the Processor. Magnataur Processes Personal Data only to provide the Service and on Customer's documented instructions, as set out in the DPA.

9.2 DPA and Privacy Policy. The DPA and the Privacy Policy are incorporated into this Agreement by reference and govern the Processing of Personal Data, the Sub-processors engaged, security measures, breach notification, international transfers, and data subject requests. In the event of a conflict between this Agreement and the DPA regarding the Processing of Personal Data, the DPA controls.

9.3 Security measures (summary). Magnataur maintains administrative, technical, and organizational measures designed to protect Customer Data, described in the DPA. At a summary level, the live stack: is hosted on Microsoft Azure in the United States (US-East) region only at launch (no EU or APAC data residency is offered yet); enforces per-tenant data isolation through PostgreSQL Row-Level Security (RLS) on every tenant-scoped query; manages secrets in Azure Key Vault with least-privilege database roles and a separate, device-gated staff-admin plane; encrypts Customer Data in transit (TLS 1.2+) and at rest (Azure-managed encryption); and authenticates users through Microsoft Entra ID and Clerk without Magnataur storing Customer passwords. Magnataur maintains an append-only audit trail; audit and compliance records are never hard-deleted.

9.4 Sub-processors. Magnataur uses the Sub-processors listed in the DPA, all currently US-based, including Microsoft (Azure hosting, Entra ID, Teams/Bot Framework, Graph), Cloudflare (edge network), Stripe (billing), Clerk (authentication), and, if and when AI features are enabled, Anthropic, PBC (AI-assisted features). The AI Sub-processor is engaged only when Customer uses an AI feature.

9.5 Data deletion and export. Deletion of tenant data is performed manually by Magnataur following a verified Customer request made in-platform (this is a deliberate design choice, given the blast radius of automated cross-tenant deletion and the rarity of B2B deletion requests). On such a verified request, Magnataur revokes access and deletes the Customer's tenant data within 90 days. Deletion is performed on live production systems; copies of Customer Data in encrypted backups are not edited in place and instead expire on the backup-rotation schedule (within 35 days after the live-system deletion), and any deletion is re-applied following a restoration from backup, as further described in the DPA. To preserve the integrity of the append-only compliance audit trail, audit-log records that contain Personal Data are pseudonymized (personal identifiers removed or hashed) rather than row-deleted . Customer may export its audit log as CSV in-platform at any time during the Subscription Term; broader data-portability exports are available on request with Magnataur's assistance.

9.6 Breach notification. Magnataur will notify Customer without undue delay after confirming a personal data breach affecting Customer's Personal Data, targeting notification within 72 hours of confirmation, in accordance with the DPA and applicable law. The 72-hour target is an objective, not a contractual deadline.

10. Warranties & Disclaimers

10.1 Mutual authority. Each party represents that it has the authority to enter into this Agreement.

10.2 No service warranty. MAGNATAUR MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICE. THE SERVICE, DOCUMENTATION, SUPPORT (IF ANY), AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND CUSTOMER'S USE OF THEM IS AT ITS SOLE RISK.

10.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGNATAUR DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. MAGNATAUR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST OR CORRUPTED, OR THAT THE SERVICE OR ITS OUTPUTS WILL MEET CUSTOMER'S REQUIREMENTS OR ANY REGULATORY, AUDIT, OR COMPLIANCE OBLIGATION OR FRAMEWORK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MAGNATAUR, THE SERVICE, OR THE DOCUMENTATION CREATES ANY WARRANTY OR COMMITMENT NOT EXPRESSLY STATED IN THIS AGREEMENT. BETA, PREVIEW, FREE-TIER, TRIAL, AND AI-ASSISTED FEATURES ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND. OUTPUTS OF AI-ASSISTED FEATURES MAY BE INCOMPLETE OR INACCURATE AND MUST BE REVIEWED BY CUSTOMER BEFORE RELIANCE. SOME JURISDICTIONS LIMIT WARRANTY DISCLAIMERS; IN THOSE JURISDICTIONS THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED.

11. Limitation of Liability

11.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGNATAUR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO THE SERVICE OR CUSTOMER DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. This Section 11.1 does not limit Customer's payment or indemnification obligations.

11.2 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGNATAUR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE DPA, AND ALL ORDERS, TAKEN TOGETHER, WILL NOT EXCEED TWENTY-FIVE PERCENT (25%) OF THE FEES ACTUALLY PAID BY CUSTOMER TO MAGNATAUR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY OR, IF CUSTOMER HAS PAID NO FEES (INCLUDING DURING ANY FREE TRIAL OR FREE TIER), ONE HUNDRED U.S. DOLLARS (US $100). THIS IS A SINGLE AGGREGATE CAP: IT IS NOT ENLARGED BY MULTIPLE CLAIMS, EVENTS, ORDERS, OR THEORIES OF LIABILITY. AMOUNTS PAID BY CUSTOMER TO A RESELLER, MANAGED-SERVICE PROVIDER, OR OTHER PARTNER (RATHER THAN TO MAGNATAUR DIRECTLY) ARE NOT FEES PAID TO MAGNATAUR FOR PURPOSES OF THIS CAP.

11.3 Exceptions. The cap in Section 11.2 does not apply to (a) Customer's payment obligations or (b) Customer's indemnification obligations under Section 12. Nothing in this Agreement excludes or limits either party's liability to the extent that liability cannot be excluded or limited under applicable law (for example, liability for fraud, or for gross negligence or willful misconduct where such a limitation is not permitted); in such cases this Section 11 applies to the maximum extent permitted.

11.4 Essential basis. The allocations of risk in this Section 11 are an essential basis of the bargain, are reflected in the fees, and apply regardless of the form of action and even if any limited remedy fails of its essential purpose.

11.5 Claims period. To the maximum extent permitted by law, any claim by Customer arising out of or related to this Agreement must be brought within twelve (12) months after the date on which the claim accrued, or it is permanently barred.

12. Indemnification

12.1 By Customer. Customer will defend Magnataur, its Affiliates, and their officers, directors, and personnel against any third-party claim, demand, or proceeding arising out of or related to: (a) Customer Data, including any Personal Data within it or any allegation that Customer Data infringes or misappropriates third-party rights or was collected or submitted unlawfully; (b) Customer's or an Authorized User's use of the Service in violation of this Agreement or applicable law; (c) Customer's regulatory, audit, or compliance obligations or decisions, including decisions made in reliance on outputs of the Service; or (d) any dispute between Customer and an Authorized User, employee, or data subject; and Customer will indemnify and hold them harmless against all amounts finally awarded to the third party or agreed in settlement, and reasonable attorneys' fees and costs incurred in the defense.

12.2 No indemnity by Magnataur. Except as expressly stated in a mutually executed Order, Magnataur has no defense or indemnification obligations under this Agreement.

12.3 Procedure. Magnataur will give Customer prompt notice of the claim (a delay does not relieve Customer except to the extent Customer is materially prejudiced by it), Customer will control the defense with counsel reasonably acceptable to Magnataur, and Magnataur may participate with its own counsel at its own expense. Any settlement that imposes any obligation or admission on an indemnified party requires that party's prior written consent.

13. Governing Law & Dispute Resolution

13.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, conducted in English. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that only a court may decide the enforceability of the class-action waiver in Section 13.3. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration, and all filings and awards in it, are confidential. This Section does not prevent (a) either party from seeking temporary or preliminary injunctive relief in court to protect intellectual property or Confidential Information, or (b) Magnataur from bringing an action for unpaid fees in court, including small-claims court.

13.3 Class-action waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PARTY. If this waiver is held unenforceable as to a particular claim, that claim (and only that claim) must proceed in court under Section 13.5, and the waiver continues to apply to all remaining claims.

13.4 Jury-trial waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

13.5 Venue for court proceedings. For any proceeding not subject to arbitration under Section 13.2, the parties submit to the exclusive jurisdiction of, and consent to personal jurisdiction and venue in, the state and federal courts located in Delaware.

14. Changes to the Terms

14.1 Updates. Magnataur may update this Agreement from time to time. For material changes, Magnataur will provide reasonable prior notice (for example, by email to the Billing Administrator, an in-product notice, or by posting an updated version with a revised effective date).

14.2 Acceptance of changes. Changes take effect on the earlier of the start of Customer's next renewal term or thirty (30) days after notice (or immediately, for changes required by law or addressing security). Customer's continued use of the Service after the effective date constitutes acceptance of the updated Agreement. If Customer does not agree to a change, Customer's sole and exclusive remedy is to stop using the Service and cancel before the change takes effect, in accordance with Section 6.

14.3 Order terms. A signed Order's negotiated terms prevail over these Terms of Service for that Order's term and are not unilaterally modified by this Section 14.

15. Miscellaneous

15.1 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign it, on notice and without consent, to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void. This Agreement binds and benefits the parties' permitted successors and assigns.

15.2 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, denial-of-service or other attacks, internet or utility failures, and failures or outages of third-party services on which the Service depends, including cloud hosting (Microsoft Azure), edge network (Cloudflare), identity providers (Microsoft Entra ID, Clerk), and payment processing (Stripe).

15.3 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

15.4 Notices. Notices to Magnataur must be sent to the contact address published at magnataur.com or as otherwise designated by Magnataur. Notices to Customer may be sent to the Billing Administrator or an administrative contact associated with Customer's account, or via in-product notification. Notices are effective on receipt.

15.5 No third-party beneficiaries. This Agreement is for the benefit of the parties only and confers no rights on any third party, except that Magnataur's Affiliates and Sub-processors may rely on the provisions that expressly reference or benefit them.

15.6 Waiver. A failure or delay in exercising any right is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party.

15.7 Severability. If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions remain in full force.

15.8 Publicity. Neither party will use the other's name or marks without prior written consent. Magnataur may identify Customer as a customer and use Customer's name and logo only with Customer's prior written consent (opt-in).

15.9 Export and anti-corruption. Each party will comply with applicable export-control, sanctions, and anti-corruption laws in connection with this Agreement.

15.10 Entire agreement; no reliance. This Agreement, together with the DPA, the Privacy Policy, and any Orders, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and understandings, whether written or oral, on that subject. Customer acknowledges and agrees that it has not relied, and does not rely, on any statement, representation, warranty, roadmap, demonstration, or marketing or sales material not expressly set out in this Agreement, and that no such statement forms part of, or is collateral to, this Agreement.

End of Terms of Service — Version 1.0, adopted August 2, 2026 by Magnataur Consulting, LLC.