Terms of Service

1. ACCEPTANCE OF TERMS

By accessing, using, or registering for the Magnum Nexus platform ("Service"), you ("Customer" or "you") agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, do not use the Service.

2. SERVICE DESCRIPTION

Magnum Nexus is a business automation and relationship management platform operated by The Magnum Vault LLC, a Delaware limited liability company ("Company," "we," "us," or "our"). The Service integrates multiple third-party platforms including Zoom Enterprise, obv.io, GoHighLevel, and other business applications to provide a unified portal experience for managing business relationships, conducting meetings, and automating workflows.

3. THIRD-PARTY INTEGRATIONS AND DEPENDENCIES

Zoom Integration: Our video conferencing capabilities integrate with Zoom Enterprise subject to Zoom's API Terms. Customer acknowledges that video conferencing data may be processed in multiple jurisdictions with appropriate safeguards. HIPAA-covered entities must execute separate Business Associate Agreements.

4. USER RESPONSIBILITIES AND ACCEPTABLE USE

You agree to:

• Use the Service only for lawful business purposes in compliance with all applicable laws and regulations
• Obtain all necessary consents for video recordings and communications, including compliance with recording consent laws in applicable jurisdictions
• Comply with all applicable privacy and data protection laws including GDPR, CCPA, and other regional regulations
• Maintain the security and confidentiality of your account credentials
• Not violate any third-party intellectual property rights or engage in unauthorized data collection
• Not use the Service for sending spam, unsolicited communications, or in violation of CAN-SPAM Act or TCPA requirements
• Provide accurate and complete information during registration and keep such information updated

You are strictly prohibited from:

• Using the Service for illegal activities, fraud, or harassment
• Attempting to gain unauthorized access to our systems or other users' accounts
• Interfering with or disrupting the Service or servers
• Reverse engineering, decompiling, or creating derivative works of our proprietary technology

5. COMMUNICATION CONSENTS

6. SUBSCRIPTION AND BILLING

• Subscription Terms: The Service is provided on a subscription basis with monthly or annual billing cycles. All fees are non-refundable except as expressly set forth in these Terms.
• Auto-Renewal: Your subscription will automatically renew for successive periods equal to your original subscription term unless you cancel at least thirty (30) days prior to the end of the current term.
• Setup Fees: Professional and Enterprise tiers may include one-time setup fees for custom implementation and configuration services.
• Tax Obligations: Customer acknowledges that applicable taxes may be charged based on Customer's location and use of the Services. The Magnum Vault LLC will collect and remit applicable sales taxes as required by law. Prices listed do not include such taxes unless explicitly stated.
• Late Payment: Late payments may result in service suspension and additional fees. We reserve the right to suspend or terminate your account for non-payment.

7. SERVICE LEVEL AGREEMENT

We strive to maintain high service availability but do not guarantee uninterrupted service. Our current service level targets are:

• 99.9% to 99.95% uptime: 5% monthly fee credit
• 99.5% to 99.89% uptime: 25% monthly fee credit
• Below 99.5% uptime: 50% monthly fee credit

Service credits are Customer's sole remedy for downtime and do not apply to unavailability caused by force majeure events, scheduled maintenance, Customer actions, or third-party service failures.

8. INTELLECTUAL PROPERTY

• Customer Data: You retain all rights, title, and interest in your data, content, and materials. By using the Service, you grant us a limited, non-exclusive license to use, store, and process your data solely to provide the Service.
• Custom Portals: While you maintain rights to your content and branding, our proprietary technology, software, and platform architecture remain our exclusive property.
• Feedback: Any feedback, suggestions, or improvements you provide regarding the Service may be used by us without restriction or compensation.

9. DATA PROTECTION AND PRIVACY

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

10. LIMITATION OF LIABILITY

11. INDEMNIFICATION

Customer Indemnification: Customer shall defend, indemnify, and hold The Magnum Vault LLC harmless from any claims arising from: (i) Customer's use of integrated APIs; (ii) Customer's violation of this Agreement; (iii) Customer's infringement of third-party rights; (iv) Customer's negligence or willful misconduct; and (v) Customer's violation of applicable laws or regulations.

Our Indemnification: We will defend Customer against third-party claims that our proprietary technology directly infringes a valid patent, copyright, or trademark, subject to standard indemnification conditions and limitations.

12. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to causes beyond reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, government actions, pandemics, labor disputes, Internet service provider failures, cloud infrastructure outages, third-party API failures, distributed denial of service attacks, or cybersecurity incidents affecting critical infrastructure, provided that such party: (i) gives prompt written notice, and (ii) uses reasonable efforts to remedy the situation. Service Level Agreements and credits do not apply during force majeure events.

13. TERMINATION

• Termination by Either Party: Either party may terminate this Agreement with thirty (30) days' written notice.
• Termination for Cause: We may immediately suspend or terminate your access for material breach of these Terms, non-payment, or violation of acceptable use policies.
• Effect of Termination: Upon termination, your access to the Service will cease, and we will delete your data within thirty (30) days unless legally required to retain it longer. You remain responsible for all fees incurred prior to termination.
• Data Export: Prior to termination, you may export your data in standard formats. We are not responsible for data export after termination.

14. GOVERNING LAW AND DISPUTES

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

15. GENERAL PROVISIONS

• Entire Agreement: These Terms, together with our Privacy Policy and any executed Service Order Forms, constitute the entire agreement between you and us regarding the Service.
• Amendments: We may modify these Terms by providing thirty (30) days' notice via email or through the Service. Continued use of the Service after such notice constitutes acceptance of the modified Terms.
• Severability: If any provision of these Terms is found unenforceable, the remainder shall remain in full force and effect.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Survival: Provisions regarding liability limitation, indemnification, intellectual property, and governing law shall survive termination of these Terms.

16. CONTACT INFORMATION