Terms of Service

1. The Service

1.1 Service Description

MagicalCX (a product by Pure Intelligence AI Technologies LLP) provides a cloud‑based artificial intelligence platform that enables Customers to build and deploy conversational agents for customer support, sales, and user engagement (the “Service”).

Anything the Customer (including its Users) configures, customizes, uploads, connects, or otherwise utilizes through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to or processes through the Service. Additional terms regarding User Submissions, including ownership and usage, are in Section 9.2 below.

The Service may include templates, scripts, documentation, sample prompts, and other materials that assist Customer in using the Service (“MagicalCX Content”). Customers do not receive and will not be given access to the underlying code or software of the Service (collectively, the “Software”) nor receive any copy of the Software itself, except for any SDKs or client libraries that MagicalCX may expressly provide.

1.2 Customer’s Subscription

Subject to this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens, online checkouts, or other order forms agreed upon by the parties through MagicalCX’s website, platform, or authorized reseller that reference this Agreement and describe the commercial terms related to Customer’s subscription (each an “Order” and collectively, “Orders”).

Each subscription is for the term described in the applicable Order (the “Subscription Period”).

Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any unrelated third party (each an “User”).

1.3 MagicalCX’s Ownership

MagicalCX (and/or its licensors) owns:

  • the Service,
  • the Software,
  • MagicalCX Content,
  • all documentation relating to the Service, and
  • anything else provided by or on behalf of MagicalCX to the Customer

(collectively, the “MagicalCX Materials”).

MagicalCX retains all rights, title, and interest (including all intellectual property rights) in and to the MagicalCX Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing.

Except for the limited rights expressly granted in this Agreement, no other rights or licenses are granted to Customer (including any implied licenses), and all such rights are expressly reserved by MagicalCX and Pure Intelligence AI Technologies LLP.

1.4 Permissions and Affiliates

The Service may include customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (collectively, “Permissions”). It is solely the Customer’s responsibility to set, review, and manage all Permissions, including determining which Users may create or adjust such Permissions.

MagicalCX is not responsible for managing Permissions on Customer’s behalf and will not be liable for any issues, losses, or disputes arising from Permissions set by the Customer or its Users.

Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. As between the parties:

  • Customer remains fully responsible for any act or omission of its Affiliates and Users that would constitute a breach of this Agreement;
  • Customer represents and warrants it has the authority to agree to this Agreement on behalf of its Affiliates; and
  • Customer is responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by Customer or its Affiliates.

Any claim by an Affiliate against MagicalCX must be brought by Customer (not directly by such Affiliate).

An “Affiliate” of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where “control” means the ownership of more than fifty percent (50%) of the voting shares or other equity interests or the power to direct the management and policies of that entity.

2. Restrictions

2.1 Customer’s Responsibilities

Customer is responsible for:

  • all activity occurring under its accounts and those of its Users, except where such activity results solely from unauthorized access caused by a proven security vulnerability in the Service;
  • ensuring its Users understand and comply with this Agreement; and
  • promptly notifying MagicalCX if it becomes aware of any unauthorized use of accounts or credentials, or any breach of security.

Customer will be liable for any breach of this Agreement by its Users or Affiliates.

2.2 Use Restrictions

Customer agrees that it will not, and will not permit any User or third party to, directly or indirectly:

  • modify, translate, copy (except for reasonable internal copies of documentation), or create derivative works based on the Service or MagicalCX Materials;
  • reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas or algorithms of any part of the Service, except to the limited extent that applicable law specifically prohibits such a restriction;
  • sublicense, sell, resell, rent, lease, lend, distribute, or otherwise commercially exploit the Service or MagicalCX Materials, except as expressly agreed in writing by MagicalCX;
  • remove, alter, or obscure any proprietary or confidentiality notices or labels on the Service or MagicalCX Materials;
  • use the Service in violation of any applicable laws or regulations (including data protection laws and export control laws);
  • attempt to gain unauthorized access to, interfere with, or disrupt the integrity or performance of the Service or related systems;
  • use the Service to build, train, or improve products or services that directly compete with MagicalCX, except as explicitly permitted by a separate written agreement;
  • conduct penetration testing, vulnerability scanning, or security assessments of the Service without MagicalCX’s prior written authorization;
  • use the Service to transmit or store malicious code, spam, or content that is illegal, defamatory, or infringes any third‑party rights; or
  • misrepresent its identity or affiliation when using the Service.

If Customer’s use of the Service:

  • (i) poses a security risk to the Service or to other customers,
  • (ii) could adversely impact MagicalCX’s infrastructure or operations, or
  • (iii) violates applicable law or this Agreement,

MagicalCX may temporarily suspend or limit access to the Service. MagicalCX will, where reasonable and lawful, notify Customer and work with Customer in good faith to resolve the issue promptly.

2.3 API Access Restrictions

MagicalCX may provide application programming interfaces or webhooks as part of the Service (collectively, the “APIs”). MagicalCX may set and enforce technical or contractual usage limits on the APIs (for example, rate limits, maximum number of requests, or data transfer limits), and Customer agrees to comply with such limits.

MagicalCX may modify, suspend, or terminate access to the APIs at any time:

  • for legal, safety, or security reasons;
  • to maintain or improve the Service; or
  • where Customer is in breach of this Agreement.

MagicalCX will, where commercially reasonable, provide advance notice of any change that materially reduces available API functionality.

3. Third‑Party Services

The Service may interface, integrate, or interoperate with third‑party products, services, or applications that are not owned or controlled by MagicalCX (collectively, “Third‑Party Services”).

Customer may choose to enable or use such Third‑Party Services together with the Service. Where this integration requires it, Customer may be asked to provide or authorize the sharing of its credentials, tokens, or other information for the sole purpose of enabling the integration and allowing MagicalCX to provide the Service.

Customer represents and warrants that:

  • it has all necessary rights and authority to provide such information and to enable integration with the Third‑Party Services; and
  • such integration does not violate any terms governing Customer’s use of the Third‑Party Services.

MagicalCX does not endorse, control, or operate any Third‑Party Services. This Agreement does not govern Customer’s use of Third‑Party Services; such use is subject to the separate terms and privacy policies of the relevant third‑party providers. MagicalCX expressly disclaims all representations and warranties concerning Third‑Party Services, and any support, disputes, or warranty claims relating to Third‑Party Services must be directed to the applicable third‑party provider.

Use of Third‑Party Services is at Customer’s own risk, and MagicalCX will not be liable for any issues, losses, or damage arising from or relating to the use or inability to use any Third‑Party Services.

4. Financial Terms

4.1 Fees

Customer shall pay the fees for access to and use of the Service as specified in the applicable Order (“Fees”).

Unless otherwise specified in the Order:

  • Fees are quoted and payable in Indian Rupees (INR) for India‑based Customers and in U.S. Dollars (USD) or another currency specified by MagicalCX for Customers outside India;
  • payment obligations are non‑cancellable; and
  • except as explicitly stated in this Agreement, Fees are non‑refundable.

MagicalCX may modify its generally applicable Fees or introduce new fees at its discretion, effective as of the start of the next renewal Subscription Period. If Customer does not agree to revised Fees, Customer may choose not to renew its subscription in accordance with Section 5.

4.2 Payment

MagicalCX, either directly or through one or more third‑party payment processors or gateways (each a “Payment Processor”), will charge or invoice Customer for the Fees using the payment method specified in the applicable Order or provided through the Service.

Customer authorizes MagicalCX and/or the Payment Processor to:

  • charge the Customer’s credit card, debit card, bank account (including via UPI, net‑banking, ACH, or similar mechanisms), or other approved payment method for all Fees due under each Order; and
  • process recurring payments for subscription renewals, where applicable, without requiring further authorization from Customer, until Customer properly cancels or terminates the applicable subscription.

Customer is responsible for ensuring that MagicalCX (or its Payment Processor) has current, complete, and accurate payment information. Failure to maintain accurate payment details or to pay Fees when due may result in suspension of access to the Service.

Where payment is processed by a Payment Processor, such transactions are subject to the Payment Processor’s separate terms, conditions, and privacy policies, in addition to this Agreement. MagicalCX is not responsible for any errors or omissions of the Payment Processor but reserves the right to correct any billing or processing errors (including after payment has been requested or received).

4.3 Taxes

Fees are exclusive of all taxes, levies, duties, and similar governmental assessments of any nature, including but not limited to value‑added tax (VAT), goods and services tax (GST), service tax, sales tax, use tax, withholding tax, or other applicable indirect taxes (collectively, “Taxes”).

Customer is responsible for:

  • paying all Taxes associated with its purchases under this Agreement (other than taxes based on MagicalCX’s income, property, or employees); and
  • providing any valid tax exemption documentation, if applicable.

If MagicalCX is required to collect or pay Taxes for which Customer is responsible, MagicalCX may add such amounts to the Fees and invoice or charge Customer accordingly, unless Customer provides a valid exemption certificate accepted by the relevant taxing authority.

If any Taxes are required to be withheld from payments made by Customer, then:

  • the amount payable by Customer will be increased so that MagicalCX receives the amount it would have received if no withholding were required, and
  • Customer will promptly provide proof of such withholding and remittance as required by law.

4.4 Failure to Pay

If Customer fails to pay any Fees when due:

  • MagicalCX may, after giving reasonable notice where practicable, suspend or limit Customer’s access to the Service until all overdue amounts are paid in full;
  • MagicalCX may attempt to charge Customer’s payment method multiple times; and
  • MagicalCX may apply late charges or interest at the maximum rate permitted by applicable law.

If Customer believes it has been incorrectly billed, Customer must notify MagicalCX in writing (for example, by email to MagicalCX billing support) within sixty (60) days from the date of the first billing statement on which the error appeared. Customer waives the right to dispute any charges that were not disputed within such 60‑day period.

Upon receiving a timely dispute notice, MagicalCX will promptly review the disputed amount and provide Customer with a written decision (which may be by email), including any supporting evidence. If MagicalCX determines that the billed amounts were incorrect, MagicalCX will issue a credit or refund, or adjust future invoices. If MagicalCX determines the billed amounts were correct, Customer will pay any outstanding amounts within ten (10) days of receiving MagicalCX’s written decision.

5. Term and Termination

5.1 Agreement Term and Renewals

Each subscription to access and use the Service commences on the subscription start date specified in the applicable Order (the “Subscription Start Date”) and continues for the Subscription Period defined therein.

Unless otherwise stated in the Order:

  • subscriptions will automatically renew for successive Subscription Periods on the same terms and conditions (including pricing, subject to any update under Section 4.1) unless either party gives the other written notice of non‑renewal before the end of the then‑current Subscription Period; and
  • Customer may elect not to renew by following the cancellation instructions within the Service or by sending a non‑renewal notice to MagicalCX at the designated billing or support email address, subject to confirmation of receipt.

This Agreement becomes effective on the earlier of:

  • the Subscription Start Date of Customer’s first Order, or
  • the date on which Customer first accesses or uses the Service,

and remains in effect for the duration of all active Subscription Periods and any period during which Customer is using the Service, even if such use is on a free or trial basis (the “Term”).

If this Agreement is terminated by either party, all active Orders will automatically terminate as of the effective date of termination, unless otherwise agreed in writing.

MagicalCX may, at its sole discretion, offer a free, trial, or limited‑feature version of the Service (collectively, the “Free Version”). If a paid subscription expires or is not renewed, MagicalCX may, but is not obliged to, automatically downgrade Customer’s access to a Free Version with reduced features and functionality. MagicalCX may discontinue or modify the Free Version at any time.

5.2 Termination

Either party may terminate this Agreement (including all Orders) upon written notice to the other party if:

  • the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or
  • the other party becomes the subject of insolvency, bankruptcy, liquidation, or similar proceedings that are not dismissed within a reasonable time as permitted by applicable law.

MagicalCX may terminate or suspend Customer’s access to any Free Version at any time, for any or no reason, upon notice (which may be by email or via the Service).

5.3 Effect of Termination

If Customer terminates this Agreement due to MagicalCX’s uncured material breach, MagicalCX will refund any unused, prepaid Fees covering the remainder of the then‑current Subscription Period after the effective date of termination.

If MagicalCX terminates this Agreement due to Customer’s uncured material breach, Customer will remain liable for all unpaid Fees due for the remainder of the then‑current Subscription Period.

In all cases, termination will not relieve Customer of the obligation to pay any Fees accrued or payable prior to the effective date of termination.

Upon termination or expiration of this Agreement:

  • all rights and licenses granted to Customer under this Agreement will cease immediately;
  • Customer’s access to the Service (including any Free Version) will be disabled; and
  • MagicalCX will, within thirty (30) days of termination or following Customer’s specific written request, delete or anonymize Customer’s User Information and User Submissions from live systems, except to the extent retention is required by applicable law, regulation, or legal process, or is necessary for legitimate business purposes such as fraud prevention, accounting, or dispute resolution.

For Customers using a Free Version only, MagicalCX may retain certain User Submissions and User Information for a reasonable period to allow continued use. MagicalCX may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.

5.4 Survival

The following sections will survive any termination or expiration of this Agreement: MagicalCX’s Ownership, Restrictions, Third‑Party Services, Financial Terms, Term and Termination, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Data, and General Terms, together with any other provisions that by their nature are intended to survive.

6. Warranties and Disclaimers

6.1 Customer Warranties

Customer represents and warrants that:

  • it has full power and authority to enter into this Agreement and perform its obligations;
  • all User Submissions and use of the Service by Customer and its Users comply with all applicable laws, rules, and regulations; and
  • it has obtained and will maintain all necessary consents, permissions, and notices required to allow MagicalCX to process User Information and User Submissions as contemplated by this Agreement.

6.2 Service Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL RELATED MAGICALCX MATERIALS, COMPONENTS, AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

MAGICALCX, PURE INTELLIGENCE AI TECHNOLOGIES LLP, AND THEIR AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF:

  • MERCHANTABILITY,
  • FITNESS FOR A PARTICULAR PURPOSE,
  • NON‑INFRINGEMENT,
  • TITLE, AND
  • ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

CUSTOMER ACKNOWLEDGES THAT:

  • MAGICALCX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR‑FREE;
  • NO INFORMATION OR ADVICE OBTAINED FROM MAGICALCX OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT; AND
  • THE SERVICE RELIES IN PART ON MACHINE LEARNING AND OTHER PROBABILISTIC METHODS, AND RESPONSES OR OUTPUTS MAY BE INACCURATE OR INCOMPLETE; CUSTOMER IS RESPONSIBLE FOR REVIEWING SUCH OUTPUTS BEFORE USING THEM IN CRITICAL CONTEXTS.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent such laws apply, some of the above disclaimers may not fully apply to Customer, and the scope and duration of any required warranty shall be limited to the minimum extent permitted under such law.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MAGICALCX, PURE INTELLIGENCE AI TECHNOLOGIES LLP, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY:

  • INDIRECT,
  • SPECIAL,
  • INCIDENTAL,
  • CONSEQUENTIAL, OR
  • PUNITIVE DAMAGES,

OR FOR ANY LOSS OF USE, DATA, BUSINESS, REVENUE, PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAGICALCX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MAGICALCX FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations shall apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations of liability; in such cases, the foregoing limitations shall apply to the fullest extent permitted by applicable law.

8. Confidentiality

8.1 Definition

Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may disclose business, technical, financial, or operational information that is identified as confidential or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential (“Confidential Information”).

For MagicalCX, Confidential Information includes:

  • non‑public information about features, functionality, performance, and security of the Service;
  • product roadmaps and pricing; and
  • any non‑public documentation or technical information.

For Customer, Confidential Information includes:

  • User Information;
  • User Submissions; and
  • any non‑public business information disclosed to MagicalCX.

This Agreement and all related Orders constitute Confidential Information of both parties.

Confidential Information does not include information that:

  • is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party;
  • was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation;
  • is received from a third party without breach of any obligation of confidentiality; or
  • was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

8.2 Protection and Use of Confidential Information

The Receiving Party shall:

  • protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care;
  • restrict access to the Disclosing Party’s Confidential Information to its employees, officers, Affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (collectively, “Representatives”) who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein;
  • not disclose any Confidential Information to any third party without the Disclosing Party’s prior written consent, except as expressly permitted in this Agreement; and
  • use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

Nothing in this Section prevents either party from:

  • disclosing the existence of this Agreement (but not the specific terms) or the other party’s name and logo in customer or partner lists and marketing materials, or
  • disclosing the terms of this Agreement (under appropriate confidentiality obligations) to potential investors, acquirers, or professional advisors.

8.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation, or legal process, provided that (where legally permissible):

  • the Receiving Party gives the Disclosing Party prompt written notice of the request, and
  • the Receiving Party provides reasonable assistance (at the Disclosing Party’s expense) if the Disclosing Party wishes to seek a protective order or otherwise contest the disclosure.

8.4 Feedback

Customer or its Users may provide suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”).

Customer grants MagicalCX a worldwide, royalty‑free, perpetual, irrevocable, fully transferable, and sublicensable license to use, copy, disclose, modify, create derivative works of, distribute, display, and otherwise exploit any Feedback for any lawful purpose, without restriction or obligation of any kind, except that MagicalCX will not publicly identify Customer as the source of Feedback without Customer’s prior consent.

9. Data

9.1 User Information

To access and use the Service, Customer and its Users must provide certain information, which may include names, email addresses, usernames, IP addresses, browser and device information, organization names, and other similar account or usage details (“User Information”).

Customer authorizes MagicalCX (and its subprocessors and subprocessors’ hosting providers) to store, process, and use User Information as necessary to:

  • provide, maintain, and improve the Service;
  • manage accounts and authentication;
  • provide customer support and security; and
  • comply with law.

Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations from Users to provide their User Information to MagicalCX and to permit MagicalCX to process such information as described in this Agreement and in MagicalCX’s Privacy Statement.

Customer remains responsible for maintaining the confidentiality of its and its Users’ login credentials and for any use of the Service under such credentials, except where such use results from MagicalCX’s security breach.

9.2 User Submissions

As between the parties, Customer retains all ownership rights in and to its User Submissions.

Customer grants MagicalCX a non‑exclusive, worldwide, royalty‑free, transferable, and sublicensable license to host, store, reproduce, process, and display User Submissions solely:

  • to provide, operate, support, and secure the Service,
  • to prevent or address service, security, or technical issues,
  • to comply with law, and
  • to perform internal analytics and quality improvements that do not use Customer‑identifying content for generic AI model training unless expressly allowed by a separate written agreement.

Unless explicitly agreed otherwise in writing, MagicalCX does not use Customer’s User Submissions to train generalized AI or machine learning models that are made available to other customers. MagicalCX may use de‑identified and aggregated information derived from User Submissions as part of Service Data (see Section 9.3).

9.3 Service Data

MagicalCX may collect information relating to the performance, usage, and operation of the Service, including logs, metrics, and analytics data (“Service Data”).

Provided such Service Data:

  • is aggregated and/or de‑identified so that it does not identify Customer or any individual; and
  • does not contain any Customer Confidential Information in identifiable form,

MagicalCX may use such Service Data for any lawful business purpose, including:

  • monitoring and improving the Service,
  • developing new features or services,
  • benchmarking and analytics, and
  • preparing and sharing insights, provided that Customer or Users are not identified as the source.

MagicalCX owns all right, title, and interest in and to Service Data.

9.4 Data Protection and Security

MagicalCX implements commercially reasonable technical and organizational measures designed to protect Customer Data (including User Information and User Submissions) against unauthorized or unlawful processing, and against accidental loss, destruction, or damage.

Without limiting the foregoing, MagicalCX aims to maintain:

  • encryption in transit (and, where applicable, at rest),
  • access controls and role‑based permissions,
  • regular backups, and
  • infrastructure security in line with industry standards.

However, Customer is responsible for:

  • configuring the Service appropriately for its use;
  • managing Permissions and access controls within its own accounts; and
  • maintaining the security and integrity of its own systems, networks, and devices that connect to the Service.

MagicalCX’s detailed privacy and security practices are described in its Privacy Statement and any additional security documentation it may publish (for example, in a Trust or Security Center).

10. General Terms

10.1 Governing Law and Jurisdiction

10.1.1 If Customer is incorporated or has its principal place of business in India

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination (“Dispute”), shall be subject to the exclusive jurisdiction of the courts at Bengaluru, Karnataka, India, and the parties hereby irrevocably submit to such jurisdiction, subject to the arbitration provisions in Section 10.2 (if applicable).

10.1.2 If Customer is incorporated or has its principal place of business outside India

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws rules, provided that mandatory consumer protection or data protection laws of Customer’s own jurisdiction (for example, in the EU, UK, or other applicable jurisdiction) that cannot lawfully be contracted out of shall continue to apply to the extent they are directly and mandatorily applicable.

Subject to Section 10.2 (Dispute Resolution; Arbitration), the parties agree that the courts of Pune, Maharashtra, India shall have non‑exclusive jurisdiction over any Dispute. This means that MagicalCX (Pure Intelligence AI Technologies LLP) retains the right to bring proceedings to enforce its intellectual property or payment rights in any court of competent jurisdiction where Customer is located or where assets are situated, where permitted by applicable law.

10.2 Dispute Resolution; Arbitration

10.2.1 Good‑Faith Negotiations

In the event of any Dispute, the parties shall first attempt in good faith to resolve the Dispute through informal discussions between senior representatives of each party. Either party may initiate this process by sending written notice to the other party describing the nature of the Dispute. The parties will use reasonable efforts to resolve the Dispute within thirty (30) days after such notice.

10.2.2 Arbitration (Commercial / B2B Only)

If the Dispute is not resolved through good‑faith negotiations within the 30‑day period, and Customer is not a consumer or micro‑enterprise under the laws of its jurisdiction, the Dispute shall be finally resolved by binding arbitration as follows:

  • The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended from time to time.
  • The seat and venue of arbitration shall be Pune, Maharashtra, India.
  • The arbitration tribunal shall consist of a sole arbitrator appointed jointly by the parties. If the parties are unable to agree on a sole arbitrator within thirty (30) days, the arbitrator shall be appointed in accordance with the rules of the designated arbitral institution (if any) or, failing that, by the competent court under the Arbitration and Conciliation Act, 1996.
  • The language of the arbitration shall be English.
  • The arbitral award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.

10.2.3 Injunctive Relief and IP Protection

Nothing in this Agreement shall prevent either party from seeking immediate injunctive or equitable relief, specific performance, or other urgent interim relief before any court of competent jurisdiction (including courts outside India) to protect its Confidential Information or intellectual property rights, or to prevent unauthorized access to or use of the Service.

10.2.4 Consumer and Mandatory Protections

If Customer is deemed a consumer, micro‑enterprise, or similar protected party under the mandatory laws of its jurisdiction (e.g., in the EU, UK, certain US states, Canada, Australia, New Zealand, or Singapore), then any mandatory local dispute resolution or consumer protection rules that cannot lawfully be waived shall apply in addition to, or in lieu of, the arbitration provisions herein, to the minimum extent required by such laws.

10.3 Compliance with Laws; Export Control and Sanctions

10.3.1 Compliance

Each party shall comply with all laws and regulations applicable to its performance under this Agreement, including but not limited to applicable privacy, data protection, anti‑bribery, anti‑corruption, and export control laws.

10.3.2 Export and Sanctions

Customer shall not:

  • access, use, export, re‑export, transfer, or otherwise make the Service available in any jurisdiction or to any person or entity that is prohibited under applicable export control or economic sanctions laws (including those of India, the United Nations, the European Union, the United Kingdom, and the United States), or
  • use the Service for any purpose prohibited by such laws, including nuclear, chemical, or biological weapons proliferation, or missile technology.

Customer represents and warrants that:

  • it is not listed on any government‑maintained sanctions, denied‑party, or restricted‑party list, and
  • it will not permit access to or use of the Service by any person or entity so listed or located in a restricted jurisdiction.

MagicalCX may suspend or terminate access to the Service immediately, without liability, where it reasonably believes that Customer’s use of the Service violates applicable sanctions or export control laws.

10.4 Anti‑Bribery and Anti‑Corruption

Each party agrees that in connection with this Agreement it will comply with all applicable anti‑bribery and anti‑corruption laws, including the Prevention of Corruption Act, 1988 (India), the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act (FCPA), and any similar laws in other relevant jurisdictions.

Neither party will, directly or indirectly, offer, give, promise, authorize, or accept any undue or improper advantage (including bribes, facilitation payments, or kickbacks) in connection with this Agreement.

10.5 Assignment

Customer may not assign, transfer, or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without MagicalCX’s prior written consent, which will not be unreasonably withheld for a bona fide corporate reorganization that does not pose additional risk to MagicalCX.

MagicalCX may assign or transfer this Agreement, in whole or in part, without Customer’s consent:

  • to an Affiliate;
  • in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business related to the Service; or
  • to a successor entity in any such transaction.

Any attempted assignment in violation of this Section 10.5 will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

10.6 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (except for payment obligations) under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to:

  • acts of God or natural disasters (such as earthquakes, floods, or storms);
  • war, terrorism, civil unrest, or armed conflict;
  • acts of government or regulatory authorities;
  • strikes, lockouts, labor disputes (excluding those involving the affected party’s own workforce where reasonably controllable);
  • failure or interruption of public or private telecommunications networks, internet infrastructure, or power supplies not under the affected party’s reasonable control; or
  • pandemics, epidemics, or other public health emergencies and related governmental measures.

The affected party shall:

  • use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably possible; and
  • promptly notify the other party of the occurrence of such event and its expected duration, where practicable.

If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Orders by giving written notice to the other party, without penalty (but without prejudice to any amounts due for Services provided up to the effective date of termination).

10.7 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed as:

  • creating a partnership, joint venture, agency, fiduciary, or employment relationship between the parties, or
  • authorizing either party to make or accept any offers or representations on behalf of the other party.

Each party remains solely responsible for its own employees and contractors, and for all employment‑related taxes and contributions applicable to them.

10.8 Notices

10.8.1 Notices to MagicalCX

All legal or contractual notices to MagicalCX under this Agreement shall be in writing and shall be deemed given when delivered:

  • by email to MagicalCX’s designated legal or support email address specified on the Service or in the Order, and/or
  • by registered post, courier, or hand delivery to the registered office of Pure Intelligence AI Technologies LLP (as specified on the MagicalCX website or in the Order).

10.8.2 Notices to Customer

MagicalCX may provide notices to Customer by:

  • email to the primary email address associated with Customer’s account or specified in the Order;
  • in‑app notifications within the Service; or
  • posting an update on the MagicalCX website or status page for general service‑wide notices.

Notices shall be deemed received:

  • when sent by email, on the date of transmission (absent a bounce‑back or delivery failure),
  • when posted in‑app, at the time of display to the User, and
  • for physical delivery, upon confirmed delivery by courier or postal service.

Customer is responsible for ensuring that its contact details (including email address and billing contact) remain current and accurate.

10.9 Publicity

Unless Customer expressly objects in writing, MagicalCX may:

  • use Customer’s name, trade name, and logo (in accordance with Customer’s reasonable brand guidelines) in its customer lists, marketing materials, presentations, and on its website to identify Customer as a user of the Service; and
  • describe in general terms the nature of the Services provided to Customer.

Any additional, more detailed publicity (such as case studies, press releases, or joint marketing activities) will require Customer’s prior written approval (email sufficing).

10.10 Amendments; Changes to the Service

10.10.1 Changes to the Agreement

MagicalCX may update or modify this Agreement from time to time. Material changes will be notified to Customer:

  • by email,
  • by notice within the Service, or
  • by posting a conspicuous notice on the MagicalCX website,

at least thirty (30) days before the changes take effect, unless a shorter period is required by law or relates to urgent security, legal, or regulatory changes.

If Customer does not agree to the updated terms, Customer may terminate the Agreement and any affected subscriptions by providing written notice to MagicalCX before the effective date of the updated terms. Continued use of the Service after the effective date of changes shall constitute acceptance of the updated Agreement.

10.10.2 Changes to the Service

MagicalCX may:

  • modify, improve, or update the Service from time to time, including adding or removing features, and
  • discontinue or deprecate certain functionality or legacy versions of the Service,

provided that such modifications do not materially reduce the core functionality of the Service purchased under an active Subscription, except where such changes are:

  • required to comply with law, regulation, or a court order;
  • due to security, privacy, or system integrity concerns; or
  • part of a service or feature that is clearly designated as beta, preview, or experimental.

MagicalCX will use commercially reasonable efforts to provide advance notice of any material change that negatively affects the Service’s core features used by Customer.

10.11 Severability

If any provision of this Agreement is held by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Where necessary to give effect to the parties’ intention, the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely reflects the original intent and economic effect of the provision.

10.12 No Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall constitute a waiver of that right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of the same or any other right, power, or remedy.

Any waiver must be in writing and signed (or sent from an authorized email address) by an authorized representative of the waiving party.

10.13 Entire Agreement; Order of Precedence

This Agreement, together with all Orders, any incorporated policies (including the Privacy Statement and Data Processing Addendum, if applicable), and any other documents expressly referenced as forming part of this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to the same subject matter.

If there is any conflict or inconsistency between:

  1. an Order,
  2. this Agreement, and
  3. any documentation or policy referenced or published by MagicalCX,

the following order of precedence shall apply (unless the Order expressly states otherwise):

  1. The Order (but only with respect to the specific transaction it covers),
  2. This Agreement, and
  3. The then‑current documentation and policies referenced in or made available through the Service.

10.14 Third‑Party Beneficiaries

Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the parties and their respective permitted successors and assigns, and nothing in this Agreement shall confer any rights or remedies upon any other person or entity, including any third‑party beneficiaries.

10.15 Interpretation

Headings, section titles, and captions in this Agreement are for convenience only and shall not affect the interpretation of any provision.

Unless the context requires otherwise:

  • the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”;
  • references to “days” mean calendar days unless expressly stated otherwise; and
  • references to “written” or “in writing” include email, but not fax, unless otherwise specified.