1. “Agreement” means these Terms and Conditions (“Terms and Conditions”), together with any invoice (“Invoice”), and any other agreement signed by the buyer identified on the cover page of the Invoice (the “Buyer“) relating to the products and services described in the Invoice (collectively, the “Products and Services“).

2. Acceptance. The order for the Products and Services will be deemed accepted upon the issuance of the Invoice. Once an order is accepted by magnitude.io/, the Buyer may not modify, rescind or cancel any order, in whole or in part, without magnitude.io/’s written consent.

3. Products and Services. The Buyer acknowledges that the Products and Services will be provided by magnitude.io/ and/or its partners.

4. Price. Unless otherwise specified herein, the purchase prices, charges, and other amounts payable by the Buyer for the Products and Services will be those specified by magnitude.io/ in the Invoice and will include applicable sales tax on physical items.

5. Payment. All payments are due within 30 days from the date of Invoice. The Buyer will pay accrued interest at a rate of 1% per month, or the highest rate permitted by law (if less), determined and compounded daily from the date due until the date paid. The Buyer will be responsible for all costs and expenses incurred by magnitude.io/ in enforcing its rights to all payments under the Agreement. All payments for Products and Services will be made either by check or bank wire transfer in U.S. dollars in immediately available funds to an account designed by magnitude.io/. magnitude.io/’s acceptance of any payment in any amount less than the amount due will in no way limit magnitude.io/’s right to recover the balance due, nor limit magnitude.io/’s right to pursue any other right or remedy.

6. DISCLAIMER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) THE PRODUCTS AND SERVICES ARE PROVIDED AS-IS, AND magnitude.io/ EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS REGARDING THE PROUCTS AND SERVICES, OR OTHERWISE RELATING TO THIS AGREEMENT, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND (B) EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE. magnitude.io/ DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL MEET THE BUYER’S REQUIREMENTS. THE ENTIRE RISK AS TO THE RESULTS OF THE PRODUCTS AND SERVICES IS ASSUMED BY THE BUYER. magnitude.io/ DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE PRODUCTS AND SERVICES IN TERMS OF QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY magnitude.io/ SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF WARRANTIES PROVIDED IN THIS AGREEMENT.

7. LIMITATIONS OF LIABILITY. IN NO EVENT WILL magnitude.io/ BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (COLLECTIVELY, “DAMAGES”) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE PRODUCTS AND SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF magnitude.io/ HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. magnitude.io/’S TOTAL CUMULATIVE LIABILITY FOR ANY LOSSES OR ANY DIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE PRODUCTS AND SERVICES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF magnitude.io/ HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, WILL NOT EXCEED THE AMOUNT PAYABLE BY THE BUYER TO magnitude.io/ FOR THE PRODUCTS AND SERVICES PURCHASED PURSUANT TO THE COVER PAGE OF THIS INVOICE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

8. Intellectual Property Rights. No title to or ownership of any intellectual property rights related to the Products and Services will be transferred to the Buyer pursuant to the Agreement.

9. Confidential Information. magnitude.io/ may disclose to the Buyer certain trade secret, proprietary or confidential information (“Confidential Information”). Except as otherwise authorized by magnitude.io/ in writing, the Buyer will use such Confidential Information only for the purposes for which it is disclosed by magnitude.io/, will not disclose it to any third party and will take appropriate steps to protect it.

10. Excused Performance. magnitude.io/ will not be responsible for or be considered to be in breach of or default under the Agreement on account of any cause beyond magnitude.io/’s reasonable control or not occasioned by any act or omission of magnitude.io/ (including, but not limited to, any act or omission of any third party provider).

11. Compliance with Laws. The Buyer will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of the Agreement and its use of the Products and Services.

12. Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

13. Waiver. The failure of either party to the Agreement to insist upon strict performance of any covenant or condition thereof, in any one or more instances, will not be construed as a waiver or relinquishment of any such covenant or condition.

14. Assignment. Neither the Agreement nor any right or duty under the Agreement may be transferred, assigned or delegated by the Buyer, by operation of law or otherwise, without the prior written consent of magnitude.io/.

15. Amendment. No amendment or modification of the Agreement will be valid unless set forth in a written instrument signed by the parties to such Agreement.

16. Applicable Law; Court Venue and Jurisdiction. The Agreement will be governed in accordance with the laws of the State of California, U.S.A., without reference to its conflict of laws principles. The venue for all disputes arising from or relating to the Agreement will be within the state or federal courts located within Alameda County, California; the parties consent to such exclusive jurisdiction and waive objections to venue therein.

17. Entire Agreement. The Agreement (together with any incorporated exhibits, schedules or attachments) constitutes the entire agreement, and supersedes any and all prior agreements, between magnitude.io/ and the Buyer with regard to the purchase and sale of the Products and Services.