Mage Lab Terms of Service

1. Access to the Services

1. License to Use. Mage Lab grants you a limited, non-exclusive right to access and use the Services during the Term (as defined below), provided you comply with these Terms.
2. Platform Access. You can access Mage Lab by downloading and installing the desktop application, available for Windows, macOS, and Linux. Official versions are distributed through Mage Lab's website and other authorized sources ("Mage Lab Channels"). By installing or using Mage Lab, you agree to do so only through these official channels. Once installed, the application runs locally on your device and connects securely to Mage Lab's online Services to enable features such as model access, credit management, and updates. Some features may rely on hosted components operated by Mage Lab or its service providers ("Hosted Services"). Installation and update processes may vary slightly by platform, and we'll always provide the latest supported versions and setup guidance through our website.
3. Updates & Availability. We continually improve Mage Lab to enhance performance, security, and your overall experience. This may include updating, modifying, or retiring parts of the Services when necessary. While we aim to keep Mage Lab stable and reliable, we can't guarantee uninterrupted operation, quality, or uptime unless otherwise agreed in writing between the parties in a separate agreement. Routine maintenance, upgrades, or unexpected technical issues may occasionally cause brief interruptions, but we'll take reasonable steps to minimize downtime and restore access as quickly as possible.
4. Performance and Compliance Review. We may review how the Services are used to ensure compliance with this Agreement, assess performance and stability, and implement technical or operational improvements to the Services.

2. Use of Services

1. Age Requirements. By using the Services, you confirm that you are at least 13 years old and meet the minimum age of digital consent in your country. If you are old enough to use the Services but not legally able to agree to these Terms on your own, your parent or guardian must review and accept them on your behalf.
2. Account Creation. You can create an account with Mage Lab through Google Sign-In. When you log in with your Google account, Mage Lab securely authenticates your identity and connects you to the Services. No separate registration or password is required.
3. Account Security. You agree to take reasonable steps to prevent unauthorized access to the Services and to notify us promptly if you become aware of any unauthorized use, security issues, or misuse. You are responsible for safeguarding your login credentials and keeping them confidential, as well as ensuring your account details remain accurate. Your use of the Services must always comply with this Agreement.
4. User Content. As part of your use of the Service, you may create, upload, edit, or share data, text, files, documents, audio, images, video, code, prompts, messages, or other materials ("User Content"). User Content also includes any outputs, results, or materials generated through Mage Lab or by AI models you access within the application, based on or in connection with the content you provide. You represent and warrant that you have all rights, licenses, and permissions needed to input such User Content into the Service and the legal right and authority to grant Mage Lab the license and rights as set forth herein. You are responsible for all User Content and for ensuring that you have the rights and permissions needed to use and share it. You agree not to submit or transmit sensitive personal information, such as health data, government identification numbers, or financial details, through the Services. You are responsible for any and all content you input, create, and share on the Service. Mage Lab is not responsible for monitoring your use of the Service and does not assume any liability for any issue arising from any User Content, or content created and shared on or using the Service.
5. Use Restrictions. By using the Services, you agree not to engage in any activity that misuses the Services or causes harm to others. You may not use the Service in the following manner or for the following purposes:
   • violate any applicable federal, state, local, national, and international laws or regulations;
   • reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Service;
   • infringe upon or violate any third party rights, including intellectual property rights or rights of publicity or privacy;
   • develop or offer competitive products or services or engage in competitive analysis;
   • resell or redistribute the Service or access to the Service;
   • allow multiple users to use one user account;
   • use the Service to attempt to or actually deceive or defraud;
   • introduce any virus, Trojan horse, malware, or other malicious code through the Service; or
   • attempt to gain unauthorized access to or interfere with any parts of the Service.
   We reserve the right to monitor your use of the Service to assess compliance with this Agreement, and reserve the right to suspend or terminate your user account and access to all or part of the Service for any reason, with or without notice.

3. Third-Party AI Models and Services

Mage Lab connects with other platforms and AI providers to give you access to a wide range of models and tools, both open source and commercial. When you use these Services through Mage Lab, you agree to abide by the terms of service and policies of those third-party platforms.

Each platform has its own rules about how its technology can be used, and it's your responsibility to review and follow them. While Mage Lab helps you connect to these third-party services, we don't control how they work, what they produce, or their availability. Some features or tools may change or stop working if those platforms update or restrict their services.

4. Tools

Mage Lab operates through a system of configurable tools that enable the Services to perform tasks such as reading or writing files, browsing the web, or executing commands. These tools make Mage Lab more powerful and flexible, while keeping you in full control of how it operates. All tools available in Mage Lab are visible in the settings panel, where you can review their functions, enable or disable them, and adjust their scope. Tools that are not enabled will not be available for use during your session.

All core tools run locally on your device. Some tools may perform background operations or execute without visual feedback in the user interface, but you maintain full control over which tools are active at any time. Mage Lab may also allow you to add, create, or import new tools, including community-developed options. You are solely responsible for any custom or third-party tools that you add, enable, or modify, including any impact they may have on system performance, functionality, or data.

The Mage Lab interface provides transparency into tool activity, allowing you to monitor which tools are in use and how they interact with your workflow. By using the Services, you acknowledge that enabling or installing tools extends functionality at your discretion and risk, and Mage Lab is not liable for any issues that arise from tools you configure or add.

5. Term and Account Termination

1. Term. This term of this Agreement starts on the Effective Date and will continue until your use of the Service ends or this Agreement is terminated as set forth in this Section 4 (the "Term").
2. Termination of Account. Mage Lab reserves the right to suspend or terminate your access to the Services at any time, including for violations of these Terms. If your account or access is terminated, you must immediately stop using the Services. Subscription fees for the current billing period are non-refundable, but you will not be charged again once that period ends. If your account is suspended or terminated, you may not attempt to register or create a new account using your own name, a false or borrowed identity, or the name of another person or entity, even if you claim to act on their behalf.
3. Termination by You. You may terminate this Agreement at any time by permanently discontinuing your use of the Services and uninstalling the Mage Lab application from your devices. Once you do, your access to the Services will end, though any provisions of these Terms that by their nature should survive termination will remain in effect (see Section 11.6, Expiration or Termination of Agreement).

6. Credits and Payments

Mage Lab operates on a credit-based system. Credits are used to access certain features, tools, or AI model usage within the Services. You can purchase credits through Mage Lab at any time, and your available balance will be displayed in your account or within the application.

Payment is due at the time of purchase, and credits will be added to your account once the transaction is successfully completed. We may use a third-party payment provider to process charges or issue invoices on our behalf. If there is any conflict between these Terms and the payment provider's terms of service, the provider's terms will apply solely to the payment processing portion of the transaction.

All credit purchases are final, non-transferable and non-refundable, including any unused or remaining credits, except where required by law. Each credit is valid for twelve (12) months from the date of purchase. After that time, unused credits will automatically expire and will no longer be available for use. Upon termination or expiration of this Agreement, any remaining credits in your account will automatically expire and cannot be transferred, reinstated, or redeemed. Pricing for credits may change from time to time, and any updates will be reflected before you make a purchase. By buying or using credits, you agree to the then-current pricing and terms displayed at the time of purchase.

7. Intellectual Property

1. Our Intellectual Property. Mage Lab exclusively owns all rights, title and interest in and to the Services, and all related data. Any trademarks and service marks, trade dresses, copyright-protected works, rights of publicity, patents, know-how, trade secrets, proprietary ideas, and publicity rights that are reproduced, distributed, displayed, performed, transmitted, otherwise appearing in the Service or any content therein, except for your User Content, are the property of Mage Lab, its licensors, or other providers of such material. Other than as expressly allowed by us in writing, nothing herein or in the Service may be implied as granting any license, assignment, or right to copy or use our intellectual property without prior authorization.
2. User Content License. You retain all rights, title, and interest in your User Content. Mage Lab does not claim ownership of your content, and we do not make it public or use it for any purpose other than to operate and provide the Services. By using Mage Lab and providing or generating User Content, you grant us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to process, reproduce, display, distribute, and perform that content solely as needed to deliver the Services to you in accordance with these Terms.

8. Warranties

1. Limited Warranty. Mage Lab warrants that the Service will perform substantially as described in the standard documentation for the Service and will not materially decrease the overall functionality of the Service during the applicable term. Our sole and exclusive obligation and liability for any breach of the foregoing limited warranty will be to use commercially reasonable efforts to repair or replace the Service, in our sole discretion.
2. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY SECTION ABOVE, THE SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. MAGE LAB DOES NOT MAKE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, MAGE LAB DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR CONTENT GENERATED BY THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. MAGE LAB HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

1. Exclusion of Certain Damages. IN NO EVENT WILL MAGE LAB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE LOSS OF REVENUE, PROFITS, DATA, USE, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, INCURRED OR SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, BASED ON A WARRANTY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Liability Cap. IN NO EVENT WILL MAGE LAB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCLUDING YOUR PAYMENT OBLIGATIONS, EXCEED THE GREATER OF (A) ONE THOUSAND U.S. DOLLARS ($1000), OR (B) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO MAGE LAB FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM ("ORDINARY CAP"). NOTWITHSTANDING THE FOREGOING, THE PARTIES' AGGREGATE LIABILITY WITH RESPECT TO THEIR OBLIGATIONS UNDER SECTIONS 7 AND 8, HEREIN SHALL NOT EXCEED THREE TIMES (3X) THE ORDINARY CAP (THE "SUPER CAP").

10. Indemnification

1. Indemnification By Customer. Customer agrees to defend, indemnify, and hold harmless Mage Lab as well as our shareholders, directors, officers, employees, agents, advisors, affiliates, assignors, and licensors from and against any and all third party claims, causes of action, demands, liabilities, damages, losses, fines, penalties, costs and expenses, and settlements including without limitation, reasonable attorney's fees, arising from or related to: (i) your unauthorized use of the Service; (ii) your breach of any provision in this Agreement; or (iii) your violation of applicable laws.
2. Indemnification by Mage Lab. Mage Lab will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify you for any damages finally awarded against you (or any settlement approved by Mage Lab) in connection with any such Claim; provided that (i) Customer will promptly notify Mage Lab of such Claim, if you do not notify Mage Lab of the Claim within a reasonable time after becoming aware of it, you waive your right to indemnification under this section; (ii) Mage Lab will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Mage Lab may not settle any Claim without your prior written consent, which will not be unreasonably withheld, unless it unconditionally releases you of all related liability); and (iii) you reasonably cooperate with Mage Lab in connection therewith. Such indemnification shall be limited to $1,000 (one thousand dollars).
3. Exclusions. Mage Lab's obligation under Section 10.2 does not apply if the claim arises from: (a) use of the Services in violation of the Agreement; (b) modification of the Services by anyone other than Mage Lab; (c) use of Beta Services or Trial Services; (d) Customer's continued use of a version of the Services other than the most recently released version where use of the current version would have avoided such claim; or (e) Customer's noncompliance with, or violation of, any third party terms imposed by Customer's use, modification, or redistribution of third party models that may be provided by the Services.

11. Dispute Resolution

Should a dispute, controversy, or claim arise out of or relating to these terms ("Dispute"), the complaining party shall first attempt in good faith to resolve the Dispute by delivering written notice to the other party describing the facts and circumstances (with relevant documentation) of the Dispute, and allowing the receiving party thirty (30) days since the date of notice delivery to respond.

12. Miscellaneous

1. Governing Law. This Agreement will be governed by the laws of the State of California, USA, without reference to conflict of law rules. Except as provided in the dispute resolution section above, all claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of San Francisco County, California. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
2. Force Majeure. We will not be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control ("Force Majeure Event") including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, riots, or war.
3. Partnership. This Agreement does not create any association, agency, partnership, employment, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish such a relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
4. Waiver and Severability. No waiver by us of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is deemed to be invalid, void, or otherwise unenforceable by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that the Agreement will otherwise remain in full force and effect.
5. Assignments. You may not assign or transfer this Agreement without our prior written consent. Any attempt by you to assign, transfer, delegate, or sublicense this Agreement, or any part thereof, without such consent will be null and void. We may assign, transfer, delegate, or sublicense this Agreement, or the terms of any licenses and rights discussed herein, at our sole discretion, without restriction. Subject to the foregoing, the Agreement will be binding on the parties, their successors and permitted assigns.
6. Expiration or Termination of Agreement. Upon expiration or termination of the Agreement, all rights and obligations under it will also end right away. However, certain provisions that are intended to continue beyond termination will still apply. These include obligations related to payments, ownership and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability, termination, and the Miscellaneous Terms set out in the entirety of Section 10 of this Agreement.
7. Entire Agreement. This Agreement contains the entire agreement between you and Mage Lab regarding the Service and supersedes any prior or contemporaneous agreements between you and Mage Lab.