Welcome to Magical, a collaborative online calendar web application for teams that allows you to optimize your time in an easy and effective way (The “Service”). These Terms of Service (the “Terms”), including all exhibits hereto, together with any order form (each, an “Order Form”, which shall govern in the event of a conflict) incorporating this Agreement, constitute the entire agreement between the Customer and Magical, for Customer's use of the Services.
“Customer” or “You” refer to you or the legal entity on behalf of whom you accept this Agreement; and “Magical", “We” or "Us” refer to Supertools Inc., a Delaware corporation, or other Affiliate which has executed an applicable Order Form incorporating this Agreement. The Customer and Magical are each referred to herein as a “Party”, and collectively as the “Parties”. An “Affiliate”, with respect to a Party, means any entity that controls, is controlled by, or is under common control with that Party.
The following key points of the Terms of Service are only brought for your convenience. They do not substitute the full Terms.
● Registration. The Service is available only to registered users. You must register to the Service with your Google account.
● Use of The Service. You may use the Service for your personal or business purposes, and only in accordance with these Terms.
● Privacy. We respect your privacy. For more information about our privacy practices, please read our Privacy Notice.
● Intellectual Property. All legal rights in the Service, including all intellectual property rights, are owned by us and our licensors.
● Disclaimers. The Service is provided for use ‘as is’. We disclaim all warranties and representations with respect to the Service.
● Limitation of liability. To the maximum extent permitted by the applicable law, we – and anyone acting on our behalf – will not be liable for any damage or loss, arising from the use or inability to use the Service.
● Suspension and Termination. Either Party may terminate the registration, and either party may terminate the Agreement by certain circumstances of other Party's dissolution or liquidation. Alternatively, to the extent that the Customer breaches these Terms, Magical may Customer’s right to use the Services.
● Fees and Payment. Terms of payment shall be in accordance with the specified in these Terms, or otherwise as agreed in writing by Magical.
● Indemnity. You agree to indemnify us in case of a third party claim in connection with your breach of these Terms.
● Governing Law. These Terms shall be governed solely by the laws of the State of Israel without regard to its conflict of law provisions. The Tel Aviv District Court shall have sole and exclusive jurisdiction over any claim in connection with the Service or in respect of any matter relating to these Terms.
… and in detail
Please carefully read the following Terms. The Terms constitute a binding agreement between you and us. By accessing the Service or by using it in any other manner, You agree to these Terms. If You do not agree to these Terms, You may not access the Service or use it in any manner.
The Service is provided only to the Customers' registered users (“Permitted Users”). You must register to the Service with your Google account. When You register to the Service with your Google account, You allow us access to your account information as described in our Privacy Notice.
We are not obliged to confirm your registration and may, in our absolute discretion decline such registration.
You are solely responsible for any activity in your account (“Account”) and must maintain the confidentiality of your account login details, (which includes your sub-accounts), including usage via any interfaces or connectors to the Account, the content and submission of any media (“Files”) submitted for processing via the Service. You are solely responsible for any losses due to unauthorized use of your account; Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must promptly notify Magical of any breach of security or any known unauthorized use of the Account. Notwithstanding deletion of the Account, Magical may retain Customer data as reasonably necessary for compliance with applicable law.
ABOUT THE SERVICE
The Service provides an online all-in-one calendar, where You can manage your meetings, actions and knowledge through smart automation, frictionless scheduling, and integration with other tools.
USE OF THE SERVICE AND RESTRICTIONS
Subject to these Terms, You may use the Service, exclusively for your private or business purposes.
While using the Service, Customer shall not, and shall ensure that its Permitted Users do not, and shall not authorize, assist or enable any other third party to:
- transfer, resell, lease, license, or otherwise make available the Services to third parties;
- Breach these Terms or any other applicable rules and instructions that we may convey with respect to the use of the Service;
- Use the Service in violation of applicable laws or regulations, engage in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, including to submit Files comprising unlawful, infringing, libelous, or other tortious content, or in violation of the privacy rights of any individual.
- Interfere with or disrupt the integrity or performance of the Services or any third-party service via an interface to or from the Services, including by imposing an unreasonably large load on Magical’s or its service providers’ platforms
- Interfere with, burdening or disrupting the functionality of the Service;
- Breach the security of the Service or identifying any security vulnerabilities in it;
- Circumvent or manipulate the operation or functionality of the Service, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
- To Use or launch any automated system, including without limitation robots, crawlers and similar applications to collect and compile content from the service;
- Display the Service or any part thereof in an exposed or concealed frame, or linking to elements or portions of the Service, independently from the manner on which they originally appear or are made available through the Service;
- Impersonate any person or entity, or to make any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;
- Collecting, harvesting, obtaining or processing personal information of or about other users of the Service.
- Submit Files containing sensitive information such as social security numbers, bank information, credit card information, or protected health information. We have no obligation to monitor your use of the Service, but we may do so to ensure your compliance with these Terms or with any applicable law.
We may periodically delete Customer’s data from our servers, including any Files. Further, data storage is not guaranteed by Magical and Magical shall not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that Customer may incur relating to the loss or deletion of Customer’s data.
INTEGRATION WITH THIRD PARTY APPLICATIONS
The Service allows You to integrate with third-party applications such as Zoom, Google Calendar and Notion. We assume no responsibility or liability for such third-party applications.
Except for any data that You may upload, share or synchronize through the Service, Magical and its licensors own all rights, title and interest in and to the Service, including patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith.
Other than as expressly permitted in the Terms, You may not copy, reverse engineer, modify or create derivative works of the Service, any part thereof or any of the content on or of the Service in any way or by any means, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services.
Customer may not use any name, mark, logo or domain name that is confusingly similar to marks and logos owned or used by Magical. Customer must refrain from any action or omission which may dilute or damage our goodwill.
CHANGES AND AVAILABILITY
Changes in the Service. From time to time, we may change the Service's structure, layout, design, scope, features, display, or the access thereto, without prior notice.
Availability. The availability, quality and functionality of the Service depend on various factors, including software, hardware and communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free.
Changing these Terms. We may revise these Terms, in whole, or in part, at any time. In such case, we will notify You in advance of the amended Terms. Your continued use of the Service after the effective date of the amended Terms constitutes your consent to the amended Terms. In case of legal requirement, we may also introduce immediate changes to these Terms. The latest version of the Terms will always be accessible through the Service. In any event, if You do not consent to the amended Terms, You must discontinue your use of the Service.
DISCLAIMER OF WARRANTY
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND AFFILIATES (THE “STAFF”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, ITS CONTENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS.
WE DO NOT WARRANT THAT (1) THE SERVICE WILL OPERATE UNINTERRUPTEDLY, ERROR FREE OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS IN ANY WAY; (2) THE SERVICE WILL ALWAYS BE AVAILABLE OR FREE FROM MALWARES, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; (3) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS; (4) THE CONTENT PRESENTED ON THE SERVICE WILL BE ACCURATE, BENEFICIAL OR RELIABLE; (5) THE RESULTS OF THE USE OF THE SERVICE WILL BE SATISFACTORY AND WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR STAFF, SHALL NOT BE LIABLE, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE CONTENT, THE USE OF, OR THE INABILITY TO USE THE SERVICE OR ITS FEATURES, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, OR FROM ANY FAULT, OR ERROR MADE BY OUR STAFF, OR FROM YOUR RELIANCE ON CONTENT AVAILABLE ON THE SERVICE, OR FROM ANY COMMUNICATION THROUGH THE SERVICE, OR FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF YOUR CONTENT ON THE SERVICE. IN NO EVENT WE SHALL BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THESE TERMS FOR ANY LIABILITY THAT EXCEEDS THE LESSER OF USD 2,000 OR THE AMOUNT OF FEES ACTUALLY PAID OR ACCRUED TO MAGICAL IN THE 6 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE WILL BE FULLY RELEASED FROM OUR OBLIGATIONS AND LIABILITY TO YOU IF YOU HAVE BREACHED THESE TERMS, ANY OTHER TERMS, RULES OR REGULATIONS APPLICABLE TO THE SERVICE, OR IF THROUGH YOUR USE OF THE SERVICE, YOU INFRINGED OR VIOLATED ANY OTHER PERSON’S RIGHTS.
You will indemnify and hold us harmless, to the maximum extent permitted by law, from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs), related to any allegation or claim brought against us in connection with your use of the Service, your breach of these Terms or infringement of any third party’s rights.
TERMINATION AND SUSPENSION
Terminating Your Registration. You may, at any time, request to terminate your registration by contacting us at email@example.com. Upon termination of your registration, You will not be able to use the Service.
Terminating the Operation of the Service. We may, at any time, discontinue or terminate the operation of the Service, or any part thereof, temporarily or permanently, for all users, or for certain users, without any liability to you. If we do so on our own accord and not as a result of your violation of these Terms, we will notify You in advance before such termination.
Either Party may terminate this Agreement in its entirety (and, alternatively, Magical may suspend Customer’s right to use the Services), for cause: (A) if the other Party breaches the Agreement and fails to cure such breach within 30 days after notice thereof, or (ii) upon Customer’s or its controlling Affiliate’s liquidation, commencement of dissolution proceedings, disposal of its assets, failure to continue its business in the ordinary course, assignment for the benefit of creditors, or if Customer or such Affiliate becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding.
You may only use the Service if You are an individual over the age of 18. By using, accessing or registering to the Service, You declare that You are at least 18 years of age. In any case, You affirm that You are at least 13 years of age. If You are under 13 years of age, You may not use the Services without the assistance of a parent or guardian.
FEES AND PAYMENT
All fees are as set forth in the applicable Order Form and will be paid by Customer in advance in the currency specified by Magical. Where the Customer provides credit card information, Magical may charge a such credit card for all Services, fees, and charges listed under the applicable Order Form, including any renewals. All fees are non-refundable (other than as explicitly set forth below). The Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Magical receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
Refunds and Cancellations: If You sign up for a paid subscription to the Services (a “Paid Subscription”), You may cancel your Paid Subscription at any time, in which case your Paid Subscription will automatically terminate at the end of the then-current subscription term (i.e., month or year, as applicable), after which You may access free Services.
Fees paid for any Paid Subscriptions are non-refundable and non-creditable (including that you will not be entitled to refunds or credits for partial months), except that if You cancel an annual Paid Subscription within thirty (30) days of the initial start date of such annual Paid Subscription, then your annual Paid Subscription will automatically terminate at the end of such 30-day period and you will receive a pro-rata refund of the annual subscription fee equal to eleven (11) months of such fee paid.
If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Magical reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full.
As to changes – below is the existing clause included in the T&C – which looks suffciient:
Changes in the Service. From time to time, we may change the Service's structure, layout, design, scope, features, display, or the access thereto, without prior notice.
GOVERNING LAW & JURISDICTION
Regardless of your place of residence or where You access or use the Service from, these Terms and your use of the Service will be governed by and construed solely in accordance with the laws of the State of Israel, without regard to its conflict of law provisions. The Tel Aviv District Court shall have sole and exclusive jurisdiction over any claim in connection with the Service or in respect of any matter relating to these Terms.
Entire Agreement. These Terms constitute the entire agreement between You and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.
Waivers. No waiver, concession, extension, representation, alteration, addition or derogation from the Terms will be effective unless: (a) consented to explicitly and executed in writing by our authorized representative; or (b) we amend the Terms in accordance with the ‘Changes to the Terms’ section above. Failure on our part to demand performance of any provision in the Terms shall not constitute a waiver of any of our rights under the Terms.
Assignment. You may not assign or transfer your rights and obligations under the Terms without our prior written consent, which consent shall not be unreasonably withheld. Any attempted or actual assignment by you, without our prior consent, shall be null and void.
We may assign these Terms in their entirety, including all right, duties, liabilities and obligations therein, upon notice to You and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets, whereby virtue of such assignment, the assignee assumes in our stead, all right, duties, liabilities and obligations hereunder.
Interpretation. The section headings in the Terms are included for convenience only and shall take no part in the interpretation or construing of the Terms. Whenever used in these Terms, the term "Including", whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.
Severability. If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.
Should You have any inquiries, complaints, or suggestions, You may contact us at: firstname.lastname@example.org. We will do our best to resolve your issue in a timely manner.
Effective date: Feb 9th, 2023.