Terms & Conditions

01Acceptance of the Terms

These Terms and Conditions govern access to and use of the MAGNET platform, the magnet-io.com website, and any related documentation, support and services (together, the "Services"). They form a binding agreement between you and EDGE HOLDING USA, LLC ("MAGNET", "we", "us").

You accept these Terms by creating an account, accessing the Services, or executing an order form or subscription agreement that references them. If you do not accept them, do not use the Services.

Where you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation. Where a signed subscription agreement or order form exists between MAGNET and your organisation, that agreement prevails over these Terms to the extent of any conflict, and these Terms govern everything it does not address.

02Eligibility and account registration

The Services are offered to organisations and to individuals acting in a professional capacity. They are not offered to consumers, and they are not directed to anyone under the age of eighteen.

To register an account you must be authorised by a subscribing organisation, be of full legal capacity in your jurisdiction, and not be barred from receiving the Services under any applicable sanctions or export control regime.

You agree to provide accurate and complete registration information and to keep it current. MAGNET may refuse, suspend or withdraw registration where information is inaccurate, where authorisation cannot be verified, or where registration would breach these Terms or applicable law.

Each set of credentials is issued to a single named individual. Credentials must not be shared, resold, or used by more than one person.

03Description of MAGNET services

MAGNET is a governed revenue engine. It brings account records, enrichment, outreach, intent, scoring, reporting and data quality into one system so that evidence survives from first target to closed revenue.

The Services comprise six tools operating over a governed record: market intelligence, account record management, contact and company enrichment, explainable scoring, sequenced outreach prepared for human approval, and operational reporting. Eight agents execute within eight governed stages, and the platform is designed so that no stage advances without the evidence that stage requires.

The specific tools, capacity limits, record volumes and support commitments applicable to you are those set out in your order form or subscription agreement. Features described on the website or in marketing materials are indicative and do not form part of these Terms unless incorporated by your order form.

MAGNET provides software. It does not provide legal, financial, tax, investment or professional advice, and nothing the platform outputs constitutes such advice.

04Authorised and prohibited use

You may use the Services only for lawful business purposes and in accordance with these Terms, your order form, and all applicable laws, including data protection, marketing, anti-spam and export control laws.

You must not, and must not permit any person to:

• Upload or process records you have no lawful basis to process, or send outreach that breaches applicable marketing or anti-spam law.
• Reverse engineer, decompile, or attempt to derive the source code, models or underlying structure of the Services.
• Copy, resell, sublicense, rent, or provide the Services to a third party except as your order form permits.
• Circumvent usage limits, access controls, authentication, or rate limiting.
• Introduce malicious code, or probe, scan or test the vulnerability of the Services without our prior written consent.
• Use the Services to build or train a competing product, or to benchmark them for publication without our consent.
• Upload special category data, payment card data, health data, or data about individuals acting outside a professional capacity.
• Interfere with the integrity or performance of the Services or the data of another customer.

You are responsible for the acts and omissions of every user on your account as if they were your own.

05User accounts and security

You are responsible for maintaining the confidentiality of account credentials and for all activity conducted under them. Credentials must be kept secure, must not be shared, and must not be stored in a manner that permits unauthorised access.

You must notify MAGNET without undue delay at inquiry@magnet-io.com on becoming aware of any unauthorised access, credential compromise, or other security incident affecting your account.

Where multi-factor authentication or single sign-on is made available, you are responsible for enabling and administering it in accordance with your own security policy. MAGNET may require it as a condition of access where the risk warrants.

MAGNET may suspend credentials immediately where it reasonably believes they have been compromised, and will notify you when it does so.

06Subscription, fees and payment

Fees, billing frequency, currency, record volumes and the subscription term are those set out in your order form. Pricing is based on governed record volume and is scoped during the diagnostic that precedes an order.

Unless your order form states otherwise:

• Fees are invoiced in advance for the subscription term and are payable within thirty days of the invoice date.
• Fees are exclusive of VAT, withholding tax and any other applicable duty, which you bear.
• Fees are non-refundable except where these Terms or the applicable law expressly provide otherwise.
• Subscriptions renew for successive terms of equal length unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term.
• MAGNET may revise fees on renewal by written notice given at least sixty days before the renewal date.

Where an invoice remains unpaid past its due date, MAGNET may suspend access after giving written notice and a reasonable opportunity to cure. Suspension for non-payment does not relieve you of the obligation to pay.

07Customer data and responsibilities

"Customer Data" means the records, contacts, activity history and other content you or your users load into the Services or connect through an integration. As between the parties, Customer Data belongs to you.

You grant MAGNET a limited, non-exclusive licence to host, process, transmit and display Customer Data solely to provide the Services, to support you, and to meet legal obligations.

You are responsible for:

• The accuracy, quality and lawfulness of Customer Data.
• Having a valid legal basis for the processing you instruct, and for providing any notice or obtaining any consent that basis requires.
• Configuring permissions, retention and integrations appropriately for your obligations.
• Ensuring outreach sent through the Services complies with applicable marketing and anti-spam law in every jurisdiction you target.

MAGNET processes Customer Data as a processor on your documented instructions. Where data protection law requires a data processing agreement, the parties will enter into one and it forms part of this agreement.

On termination, Customer Data is made available for export for a defined period and is then deleted in accordance with your subscription agreement.

08AI-generated insights and outputs

The Services produce scores, rankings, enrichment, drafted outreach and reporting using automated analysis. These outputs are decision support. They are not decisions, and they are not guarantees.

You acknowledge that:

• Outputs are probabilistic and derive from the data available to the platform. Incomplete or inaccurate input produces unreliable output.
• Enrichment data originates from third-party providers and public sources and is not warranted as accurate, current or complete.
• Drafted outreach is prepared for human review. You are responsible for reviewing it before it is sent, and for its content once sent.
• Actions carrying legal or comparable significance require human approval, and you remain accountable for the decisions your people take.

MAGNET makes no representation that use of the Services will produce any particular pipeline, conversion rate, revenue outcome or return. Illustrative figures in documentation or on the website are illustrative only.

You must not present platform output as independent verification, professional advice, or the basis of a representation to a third party.

09Intellectual property

MAGNET, EDGE HOLDING USA, LLC and their licensors own all right, title and interest in the Services, including the software, models, interfaces, documentation, trade marks, and all improvements to them. Nothing in these Terms transfers any of that to you.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during the subscription term, for your internal business purposes, in accordance with these Terms.

You retain ownership of Customer Data and of the outputs generated from your Customer Data for your account.

Where you provide feedback, suggestions or ideas about the Services, you grant MAGNET a perpetual, irrevocable, royalty-free licence to use them without obligation or attribution. Feedback is given voluntarily and MAGNET is not obliged to act on it.

The MAGNET name, logo and brand elements may not be used without prior written consent, except to identify your use of the Services factually.

10Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing, product roadmaps, security documentation and commercial terms.

Each party will use the other's Confidential Information solely to perform this agreement, will protect it with at least the care it applies to its own confidential information and no less than reasonable care, and will disclose it only to personnel and advisers who need it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, was already lawfully held without a duty of confidence, is independently developed without reference to the disclosure, or is lawfully received from a third party free to disclose it.

Where disclosure is compelled by law or a competent authority, the compelled party will give notice where permitted, disclose only what is required, and seek confidential treatment.

These obligations survive termination for three years, and indefinitely for Customer Data and trade secrets.

11Third-party services and integrations

The Services may integrate with third-party systems you choose to connect, including customer relationship management systems, communication tools and data providers. Those systems are operated by their providers, not by MAGNET.

By connecting an integration you authorise MAGNET to access and exchange data with that system to the extent the integration requires, and you confirm you have the right to grant that access.

MAGNET does not control third-party systems and is not responsible for their availability, security, accuracy, or terms. Your use of them is governed by their own agreements, and you should review them before connecting.

A third-party provider may change, restrict or withdraw its interface at any time. Where that impairs an integration, MAGNET will use reasonable efforts to restore comparable functionality but does not warrant that it can, and such an event is not a breach of these Terms.

12Service availability and modifications

MAGNET aims to keep the Services available continuously, subject to the availability commitment in your order form where one is given. Access may be interrupted for scheduled maintenance, emergency maintenance, or events beyond our reasonable control.

Where maintenance is scheduled and expected to affect availability materially, MAGNET will give advance notice and, where practicable, perform the work outside your principal business hours.

MAGNET may modify, add to, or discontinue features. Where a change materially reduces core functionality of a paid subscription, MAGNET will give at least thirty days' written notice, and you may terminate the affected subscription on notice within that period and receive a pro-rata refund of fees paid for the unused remainder of the term.

Events beyond reasonable control include network failure, utility failure, natural disaster, war, civil disturbance, industrial action, governmental action, and third-party service failure. Neither party is liable for delay or failure caused by such an event, other than payment obligations already accrued.

13Suspension and termination

MAGNET may suspend access, in whole or in part, where:

• Continued access presents a security risk to the Services or another customer.
• Use breaches section 04 or applicable law.
• An invoice remains unpaid after written notice and a reasonable cure period.
• Suspension is required by law or by a competent authority.

Except where immediate suspension is necessary to prevent harm, MAGNET will give notice and, where the circumstances allow, an opportunity to cure. Access is restored promptly once the cause is resolved.

Either party may terminate for material breach that remains uncured thirty days after written notice describing it. Either party may terminate immediately where the other becomes insolvent, enters administration or liquidation, or ceases to carry on business.

On termination: your right to access the Services ends; fees accrued to the termination date remain payable; Customer Data is available for export for the period stated in your subscription agreement and is then deleted; and the sections that by their nature should survive — including confidentiality, intellectual property, disclaimers, limitation of liability and indemnification — survive.

14Disclaimers

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, MAGNET disclaims all warranties, conditions and representations not expressly stated in these Terms, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

Without limiting the above, MAGNET does not warrant that:

• The Services will be uninterrupted, timely, secure, or free from error.
• Defects will be corrected within any particular period.
• Enrichment or third-party data will be accurate, current or complete.
• Scores, rankings or drafted outputs will produce any particular commercial result.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Where the applicable law does not permit exclusion of implied warranties, the exclusions above apply only to the extent that law permits.

15Limitation of liability

To the maximum extent permitted by law, and subject to the paragraph on liability that cannot be excluded:

• Excluded losses. Neither party is liable for indirect, incidental, special, consequential or punitive damages, nor for loss of profit, revenue, anticipated savings, business, goodwill, or data, however arising and whether or not the possibility was known.
• Aggregate cap. Each party's total aggregate liability arising out of or in connection with this agreement, whether in contract, tort including negligence, breach of statutory duty, or otherwise, is limited to the total fees paid or payable by you under the applicable order form in the twelve months immediately preceding the event giving rise to the claim.
• Single cap. The cap applies in aggregate across all claims and is not multiplied by the number of claims or claimants.

These limits do not apply to your obligation to pay fees, to either party's breach of confidentiality, to your indemnity obligations under section 16, or to liability that cannot lawfully be limited.

The parties acknowledge that these limits reflect an agreed allocation of risk and are reflected in the fees.

16Indemnification

You will indemnify and hold harmless MAGNET, EDGE HOLDING USA, LLC and their officers, employees and agents against any third-party claim, and any resulting loss, liability, damage, cost and reasonable legal expense, arising out of or in connection with:

• Customer Data, including any claim that its processing through the Services infringed a third party's rights or breached data protection, marketing or anti-spam law.
• Outreach sent through the Services under your account.
• Your breach of these Terms or of applicable law.
• Use of the Services by any user on your account, whether authorised by you or not.

MAGNET will indemnify you against any third-party claim that the Services, used in accordance with these Terms, infringe that party's intellectual property rights, and will at its option procure the right to continue use, modify the Services to be non-infringing, or terminate the affected subscription and refund pre-paid fees for the unused term. This indemnity does not apply to claims arising from Customer Data, from combination with anything not supplied by MAGNET, or from use in breach of these Terms.

The indemnified party will give prompt notice, allow the indemnifying party to control the defence, and provide reasonable assistance at the indemnifying party's cost. No settlement admitting fault or imposing an obligation on the indemnified party may be made without its consent.

17Governing law and dispute resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes, are governed by the laws of the State of Delaware, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute through direct discussion between senior representatives within thirty days of written notice describing the dispute.

Where a dispute is not resolved in that period, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each waives any objection to venue in those courts.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

Where your order form specifies a different governing law, forum, or arbitration procedure, that specification prevails over this section.

18Changes to the Terms

MAGNET may amend these Terms from time to time. The effective date at the top of this page identifies the version in force.

Where an amendment materially affects your rights or obligations, MAGNET will give at least thirty days' written notice before it takes effect, by email to account administrators or by notice within the platform. Where you do not accept a material amendment, you may terminate the affected subscription by written notice before the amendment takes effect and receive a pro-rata refund of pre-paid fees for the unused remainder of the term.

Non-material amendments — corrections, clarifications, and changes required by law — take effect on publication.

Continued use of the Services after an amendment takes effect constitutes acceptance of the amended Terms. Previous versions are retained and available on request.

19Contact information

Questions about these Terms, notices required under them, and requests relating to your subscription should be directed to:

Email: inquiry@magnet-io.com

Postal address:
EDGE HOLDING USA, LLC
131 Continental Drive, Suite 305
Newark, New Castle, Delaware 19713
United States

Formal notices under these Terms must be given in writing to the address above, or to the email address recorded for your account, and are deemed received on delivery or, for email, on the next business day after transmission.

If any provision of these Terms is held invalid or unenforceable, it is severed and the remaining provisions continue in full force. A failure to enforce a provision is not a waiver of it. These Terms, together with your order form and any data processing agreement, constitute the entire agreement between the parties on their subject matter.