The agreement between us

1. Who this is between

These terms are between Magnolia Systems Technologies, Inc. (“Magnolia Systems”, “we”) and you — or the business you are agreeing on behalf of. If you are agreeing for a business, you are confirming you may bind it.

They cover Magnolia IRIS, Magnolia Synergy, Magnolia FieldSense and Magnolia Haven (the “Services”).

Where a business buys a Service for its people — Synergy for its staff, Magnolia FieldSense for its athletes — the business agrees to these terms and to a Data Processing Addendum, and the people using it are covered by that agreement rather than signing one themselves. Magnolia Haven is the exception. That account belongs to the individual, these terms are between us and them, and that is so whoever paid.

2. Access is granted, not automatic

IRIS access is reviewed before it is opened. We may decline a request, and we may end access that is being used to break these terms. A trial runs for the period and within the limits we tell you when it starts.

3. What you may not do

• Break the law, infringe someone else’s rights, or process data you have no right to process.
• Put payment card numbers, government identifiers, health records or other special-category information into a planning conversation. The Services are not built for it.
• Attempt to extract our models or prompts, resell the Services, or use them to build a competing product.
• Probe, scan or disrupt the Services, or work around a usage limit.

4. Your content stays yours

What you put into the Services, and what the Services generate for you, is yours. You grant us only the permission we need to run the Services for you — to store it, process it, and show it back to you.

We do not use your content to train foundation models, and we do not use one customer’s content to serve another. How your content is handled is described in our privacy policy.

We do produce aggregate and de-identified information from how IRIS, Synergy and Magnolia FieldSense are used, and we may build benchmarks, insight and product improvements from it. What comes out describes a pattern rather than a person, we do not try to re-identify it, and the permitted uses are listed exhaustively in the privacy policy rather than left open-ended here. Magnolia Haven content is excluded from all of it, and excluded where the data is stored rather than by a rule someone has to remember.

5. If you send us your workspace

IRIS lets you send a workspace, its planning conversations and any specification to us so we can scope work or take it on. That transfer only happens when you ask for it, and you will be shown what is included before it goes.

When you do, our people will read it — that is the point of sending it. We use it to respond to you and to scope the work, and nothing else. You can ask us to delete a transfer at any time.

6. What the Services actually are

IRIS is a planning tool. It helps you shape a brief and produces a draft specification. It does not make decisions, it is not professional advice, and its output should be reviewed by someone who is accountable for the result before you act on it.

It is built on a language model. It can be wrong, and it can be confidently wrong. Check anything that matters.

7. Fees

Paid plans are billed as described when you subscribe. Fees exclude taxes unless we say otherwise. If a payment fails we may suspend access after telling you. You can cancel at any time, effective at the end of the period you have paid for; we do not refund part-periods unless the law requires it or we have failed to deliver.

8. Ending it

Either of us may end this agreement at any time. We may suspend or end access immediately for a serious breach or a risk to the Services or other customers. When it ends, your content is kept for 30 days so you can retrieve it, then deleted.

9. What we promise, and what we do not

We will provide the Services with reasonable skill and care. We do not promise they will be uninterrupted or error-free, and we do not currently offer a service-level agreement. If you need one, ask, and we will discuss it rather than pretend one exists.

Except as stated here, and to the extent the law allows, the Services are provided “as is” without other warranties.

10. Limits on liability

Neither of us is liable for indirect, incidental or consequential loss, or for lost profits or lost data, however caused. Our total liability arising out of these terms is limited to the amount you paid us in the 12 months before the claim arose, or US$100 if you have paid us nothing.

Nothing here limits liability that cannot lawfully be limited, including for fraud, or for death or personal injury caused by negligence.

11. Indemnity

If your use of the Services in breach of these terms causes a third-party claim against us, you will cover the reasonable cost of defending it. We will tell you promptly and let you control the defence of any claim you are covering.

12. Confidentiality

Each of us will protect the other’s non-public information with at least the care we use for our own, and use it only for this relationship. This does not cover information that is public, already known, or independently developed.

13. Changes

We may change these terms, and four limits apply to how.

We tell you; you are not expected to check. For a material change we give 30 days’ notice by email before it takes effect, and you may cancel in that window. We do not ask you to review this page periodically, and nothing here should be read as putting you under that duty — a change you were never told about does not bind you.

Changes apply going forward only. The version in force when something happened governs it. A revised term does not reach back over your earlier use, and it does not change what we may do with content we already hold.

A change cannot introduce a wholly new subject by notice. These terms may be amended on the subjects they already address. If we want your agreement to something they do not cover — a new use of your content is the obvious example — we ask you, separately and specifically. A revised page is not how we would obtain that, and for some information it could not be.

A dispute that already exists is governed by the terms as they were. No amendment or termination of these terms applies to a claim that has already arisen, or to one we already knew about, whenever we happen to make the change.

14. Notices

Day-to-day notices to us may be sent to iris@magnoliasystems.ai. Formal legal notice and service of process must be delivered to our registered agent, Cogency Global Inc., whose address we will give you on request. We send notices to you at the email address on your account, and it is yours to keep current.

15. Governing law

These terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The courts of Delaware have exclusive jurisdiction, and each of us submits to them.

16. The rest

These terms, with the privacy policy and any signed addendum, are the whole agreement. If a provision is unenforceable the rest survives. Not enforcing something once does not waive it. You may not assign this agreement without our consent; we may assign it as part of a merger or sale of the business.