API Services Terms and Conditions

October 2026

These Terms and Conditions of the Magnific API Services (the “API Services”) are binding and shall apply to access to and use of the API Services by the user (hereinafter “the Customer”). Customer access to and use of the API Services implies that the Customer has read and accepted all these Terms and Conditions of the API Services. Magnific therefore recommends that the Customer review them frequently.

The API Services (as defined hereunder) are provided by Magnific AI, S.L.U., whose registered office is at 13 Molina Lario Street, 5th floor, 29015 Málaga, Spain. It is duly registered at the Malaga Companies Registry in Volume 4994, Folio 217, Sheet number MA-113059 and is the holder of T.I.N. B93183366 (hereinafter “Magnific” or “the Company”). The Customer must comply with these Terms and Conditions of the API Services (hereinafter the “Terms and Conditions”) at all times when accessing or using the API Services. By accessing and using the API Services, the Customer agrees to be bound by these Terms and Conditions.

These Terms and Conditions apply in addition to the Magnific Terms of Use, including all policies, product-specific terms and conditions and other documents incorporated therein by reference (collectively, the “Magnific Terms of Use”), which include, among others, the Acceptable Use Policy and the AI Products Terms and Conditions. In the event of any conflict between these Terms and Conditions and the Magnific Terms of Use, these Terms and Conditions shall prevail with respect to matters specific to the API Services. The Magnific Terms of Use shall apply to all matters not expressly regulated herein.

These Terms and Conditions apply to Customers accessing the API Services under a Subscription plan. Customers who have entered into a separate agreement with Magnific (each, an “Agreement”) shall access the API Services under the terms of such Agreemen. In the event of any conflict between these Terms and Conditions and an Agreement, the Agreement shall prevail.

Magnific may provide translations of these Terms and Conditions into various languages merely for informative purposes. However, the English version is the only legally binding version. In the event of any discrepancy between the English version and a translated version, the English version shall prevail.

Magnific and Customer are individually referred to as “Party” and collectively as “Parties”.

1. Definitions

With regard to these Terms and Conditions, the terms hereunder shall be construed to mean as follows:

  1. Ad Hoc License refers to a specific written authorization granted by Magnific for uses of the API Services that would otherwise be considered competitive, benchmarking or replicative under Clause 5.1. of these Terms and Conditions.

  2. AI Generated Content refers to content generated using AI-powered products and tools offered through the API Services according to the AI Products Terms and Conditions.

  3. AI Products refers to the AI-powered products and tools offered by Magnific, as described on the Developer Website and governed by the AI Products Terms and Conditions.

  4. API Client refers to a website or software application (including mobile phone applications) developed by the Customer that accesses or uses the API Services.

  5. API Data refers to any data, contents and information provided to API Clients through the API Services.

  6. Developer Policies refers to the policies, guidelines and other documents on the API Services published on the Developer Website, as updated from time to time, which the Customer and its API Client(s) are obliged to comply with in addition to these Terms and Conditions while accessing or using the API Services.

  7. API Services refers to (i) access to and use of the API made available by Magnific on the Developer Website (as this term is defined hereunder), including any services related to said access, use or API; (ii) any documents, information, materials, source codes and software (including any human-readable programming instructions) related to the API or its associated services that are made available by Magnific; (iii) API Data; and (iv) the credentials which Magnific has assigned to the Customer and its API Client(s).

  8. Credits or Usage Credits refers to the usage credits for the AI Products as defined in the Magnific Terms of Use and the applicable subscription terms. The credit costs applicable to API requests are described on the Developer Website.

  9. Customer refers to the User (as defined in the Magnific Terms of Use) who accesses and uses the API Services. References to “User” in the Magnific Terms of Use shall be deemed to include the Customer for the purposes of these Terms and Conditions.

  10. Magnific's Confidential Information refers to any information belonging to Magnific which is provided to the Customer in relation to accessing or using the API Services, excluding any information the Customer has developed independently, any which has been lawfully delivered to the Customer by a third party that is not subject to confidentiality obligations or any which has been made publicly available without the Customer being involved in its disclosure.

  11. Magnific Content refers to the content offered through the API Services which is owned by Magnific or its licensors.

  12. Developer Website Magnific's developer website, including the web pages currently available at https://www.magnific.com/api and https://docs.magnific.com/.

  13. End User refers to a person who accesses and interacts with content or functionalities powered by the API Services via the API Client. End Users use the applications or websites created by the Customer and do not directly call or interact with the API Services themselves.

  14. Guidelines refers to the guidelines and other documents posted on the Developer Website.

  15. Magnific API refers to the suite of image enhancement and transformation services offered through https://www.magnific.com including upscaling, relighting, style transfer, and detailed image enhancements.

  16. Personal Data has the meaning set forth in REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) or the national legislation of the EU Member State which supplements or implements it, as said legislation is progressively updated, amended and/or replaced from time to time.

  17. Subscription refers to a subscription plan (as defined in the Magnific Terms of Use and the applicable subscription terms) that includes access to the API Services.

Capitalized terms used in these Terms and Conditions but not defined herein shall have the meanings ascribed to them in the Magnific Terms of Use or in the applicable product-specific terms and conditions (including the AI Products Terms and Conditions and the Business Subscription Specific Terms). Any reference in these Terms and Conditions to a website, URL or web page shall be deemed to include any successor, replacement or equivalent website, URL or web page designated by Magnific from time to time. The words “include”, “includes” and “including” shall be deemed to be followed by “without limitation”. The words “such as”, “for example” and “e.g.” shall be construed as illustrative and not as limiting the generality of the preceding terms. References to “Clauses” are to clauses of these Terms and Conditions unless otherwise specified. Headings are for convenience only and shall not affect interpretation.

2. The Terms and Conditions

2.1 Object

These Terms and Conditions set forth the conditions for access to and use of the API Services by the Customer.

The API consists of a set of tools, protocols, and documents designed to facilitate the integration of Magnific Content, the AI Generated Content, the AI Products and the Magnific API into the API Client. Through this integration, the Customer can develop and offer functionalities to End Users subject to the limitations and conditions described hereunder and in the relevant documents referred to in these Terms and Conditions..

Subject to these Terms and Conditions, Magnific grants the Customer a limited, non-exclusive, revocable, personal, non-sublicensable and non-transferable license to access and use the API Services solely to develop, test, display, run and operate the API Client and to make Magnific Content, the AI Generated Content, the AI Products and the Magnific API available to End Users through the API Client, provided the Customer holds an active Subscription with available Credits. The use of the Services (as defined in the Magnific Terms of Use) through the API Services shall be considered, for all purposes, a use of the Services. All rights, restrictions, obligations, warranties and limitations of liability set forth in the Magnific Terms of Use (including the applicable content license terms and the AI Products Terms and Conditions) shall apply equally to any access to or use of the Services through the API.

Subject to fulfillment of all the terms and conditions set forth herein, Magnific hereby authorizes the API Client’s End Users in a non-transferable, revocable, limited, non-exclusive manner and on a worldwide basis for the duration of the relevant rights to download, use and modify the Magnific Content, in a device the End User owns or controls and only for the purposes and uses allowed in the Magnific Terms and Conditions.

Magnific reserves all rights which are not expressly granted through this license.

2.2 API keys and Customer Obligations

The Customer will need a unique password and/or another credential (jointly referred to herein as "API keys") to initiate a session in its account and access and use the API Services. The Customer may only access its account with the API keys provided by Magnific. The Customer shall not sell, transfer, dispose of, sublicense or divulge its API keys. The Customer should never request that End Users register and provide their own API keys in order to use the API Client. The Customer shall not use the API on any platform, website or application other than the API Client disclosed to Magnific as part of the API account's creation. The Customer is responsible for safeguarding and maintaining the security and confidentiality of its API keys by not disclosing them to third parties or allowing them to be used by third parties. The Customer is solely and exclusively liable for all the activities which are performed with its API keys on any device, regardless of whether or not said activities are performed by the Customer or by a third party. Magnific may suspend or cancel the API keys if it suspects that the security or confidentiality have been jeopardized or that misuse, bad faith actions, excessive requests, performance issues, or non-compliance with conditions these Terms and Conditions are occurring.

The Customer shall implement and maintain commercially reasonable technical and organizational security measures in the development and operation of its API Client(s), including measures to protect API keys, End User data and the API Services from unauthorized access, use or disclosure. Where the Customer provides a webhook URL or callback endpoint for receiving API responses, the Customer is solely responsible for ensuring that such endpoint is secure and compliant with applicable data protection laws. Magnific shall not be liable for any data loss, breach or unauthorized access occurring after delivery of the API response to the Customer’s designated endpoint.

The Customer shall not lease, sell, distribute, communicate to the public or sublicense the API Services. Any attempt to perform the aforementioned actions is a violation of Magnific's rights and those of its licensors.

The Customer shall not distribute or make the API Services available to the public through networks where they could be used by multiple devices simultaneously.

The API Services may differ from the Services available through the Website (as defined in the Magnific Terms of Use) in terms of features, functionalities, AI models, tools, processing speed, output quality, usage limits and credit costs. Magnific does not represent or warrant that any feature, AI model, tool or functionality available through the Website will be made available through the API Services, or that the performance, output quality or credit cost of any action performed through the API Services will be equivalent to that of the same action performed through the Website. Magnific reserves the right to determine, at its sole discretion and at any time, which features, AI models, tools and functionalities are available through the API Services and to modify, limit or discontinue any of them without prior notice. Magnific does not guarantee any minimum level of availability, uptime or response time for the API Services, unless expressly agreed in an Order Form. Certain API Services may rely on third-party AI models or services subject to additional terms and conditions, as described in the AI Products Terms and Conditions. The availability, performance and features of such third-party services may change without prior notice due to factors outside Magnific’s control.

Magnific does not warrant that any individual element of the Magnific Content will be available and shall have full discretion to determine which Magnific Content will be available to API Clients through the API Services.

Magnific reserves the right to release newer versions of the API from time to time and to require that the latest version be used. These Terms and Conditions shall apply to access to and use of said latest version. To clarify, these Terms and Conditions do not grant any right whatsoever to any update, upgrade or modification of the API.

2.3 Amendment of the Terms and Conditions

Magnific may amend these Terms and Conditions at any time. The date at the beginning of these Terms and Conditions refers to their latest update. Magnific shall endeavour to give the Customer notice of material changes by e-mail at least 30 calendar days before such changes come into force. Nonetheless, changes which introduce new features or functionalities, or which are made for legal or regulatory reasons, may enter into force immediately upon publication on the Developer Website. If the Customer disagrees with any of the changes, the Customer may terminate these Terms and Conditions by ceasing all use of the API Services before the changes come into force. Continued access to or use of the API Services after the effective date of any changes, whether directly or through the API Client(s), shall constitute acceptance of such changes.

3. Access to and Permitted Use of the API Services

When the Customer accesses or uses the API Services, the Customer and its API Client(s) (i) shall at all times fulfill the Terms and Conditions; and (ii) shall only access (or attempt to access) the API Services to develop and operate its API Client(s) as provided by the Terms and Conditions and the documents on the specific API Services the Customer accesses or uses. Magnific may suspend or cancel access to or the use of any of the API Services (including any credentials assigned to the Customer or its API Client(s), impose additional requirements or restrictions, or terminate the Terms and Conditions between the Customer and Magnific due to any breach of the Terms and Conditions committed by the Customer or by anybody else acting on the Customer’s behalf.

The Customer agrees not to use the API Services negligently, for fraudulent purposes or in an unlawful manner. Likewise, the Customer agrees not to partake in any conduct or action that could damage the image, interests or rights of Magnific or third parties.

The Customer shall not perform, nor allow any person to perform, whether directly or indirectly, any actions of reverse engineering, dismantling, reconstruction, decompiling, translation, modification, copying or in order to obtain the source code, nor shall create works derived from the API Services or from any aspect or part thereof, including, but not limited to, the source code and algorithms, except where it is explicitly allowed under this Terms and Conditions.

3.1 End User Pass-Through

The Customer shall ensure that End Users are bound by terms and conditions that are no less restrictive than those applicable under the Magnific Terms of Use and the relevant product-specific terms. The Customer is solely responsible for imposing, communicating and enforcing such terms, and shall be liable for all acts and omissions of its End Users in connection with the API Services as if they were the Customer’s own. Magnific shall have no liability to, and no direct contractual relationship with, any End User.

3.2 Output Ownership

Outputs generated through the API Services are subject to the ownership and licensing provisions of the AI Products Terms and Conditions. Where an End User initiates the generation of an Output through the API Client, the rights and obligations relating to such Output shall be determined by the terms between the Customer and its End Users. As between Magnific and the Customer, the Customer shall be solely responsible for determining and communicating the ownership and usage rights of Outputs to its End Users.

4. Registration

The Customer must register and create an account to access and use the API Services. The Customer may be required to provide certain information (such as identification or contact data) as part of the registration process or as part of the access and use the Customer makes of the API Services. Privacy Policy sets forth how Magnific processes the Customer’s Personal Data and protects its privacy where the Customer provides Personal Data in relation to its access to and use of the API Services.

5. Restrictions

Notwithstanding any other limitations set forth herein, and without limiting the authorized use provisions of the Magnific Terms of Use, which apply in full to the API Services, the Customer and its API Client(s) shall:

  1. use the API Services in good faith and solely for the purposes allowed under this Terms and Conditions, avoiding any fraudulent purpose or negligent use thereof;

  2. ensure that the caching, storing, or otherwise hosting any Magnific Content will be limited to strict technical reasons. The Customer is obliged to call the download endpoint every time a resource is used by an End User, even if the resource is cached, stored or hosted, so that Magnific can trace the legitimate use of the API. The Customer is responsible for implementing appropriate measures to ensure that no automatic or unintentional caching of the Magnific Content takes place;

  3. adhere to the Developer Policies and all other usage Guidelines, technical specifications, or documentation provided or made available by Magnific in relation to the API Services;

  4. fulfill all the laws, standards and regulations which apply and not infringe third-party rights;

  5. not access or use the API Services in a way which breaches said laws, standards and regulations or third-party rights, or in a way that is deceitful, unethical, false or confusing, and require anybody else acting on the Customer behalf and its API Client(s) to do so as well; and

  6. set forth binding Terms and Conditions and privacy policies for End Users of its API Client(s) that are in accordance with this Terms and Conditions.

Without limiting the foregoing, the Customer shall not distribute or provide access to its API Client(s) in breach of the trade laws of Spain. The Customer likewise undertakes not to behave in any way that could harm Magnific's image, interests and rights or those of third parties. The Customer shall refrain from impersonating another user or person or from performing any action that may affect or interfere with the API, the API Services or their security. It is forbidden to access or use the API Services in a way which is contrary to their normal use by means of techniques other than those authorized by Magnific from time to time or which unreasonably harm Magnific's interests.

Customer shall not use the API Services to license, resell, distribute or package Magnific Content or for any other activity in a way that infringes the Magnific Terms of Use or might harm Magnific’s business operations, including, without limitation, any print-on-demand services or any other service in which the Magnific Content is directed or may be directed to be used in printed or electronic items (e.g. t-shirts, cups, postcards, birthday or greeting cards, invitations, calendars, web models or electronic devices, apps, NFTs, videogames, advertising spots, audiovisual animations) aimed to be resold, in which the content in the Magnific Content is the main element (because of size, relevance or any other cause, in case of doubt about whether the content is main element, it shall be deemed that the content is main element), unless otherwise stated in an Order Form.

The Customer is solely liable for properly managing and operating the service offered through its API Client(s), as well as for any relationship with or liability to the End Users of its API Client(s).

5.1. Competitive Use

The API Services are provided solely to enhance the functionality of the API Client and must not be used to create any standalone service or application with features that directly replicate or compete with the products of Magnific. The API Client must maintain a substantially different purpose and functionality from such products. For the sake of clarity, fair use would involve embedding the API Services within a broader application, such as a videogame, where the API Services support but do not define the primary functionality. However, creating a standalone application, such as an independent generative AI suite service, would constitute a breach of these Terms and Conditions. In such cases, Magnific reserves the right to terminate the Agreement and revoke the license and access to the Services at any time.

The Customer and its API Client(s) shall not use the API Services or any other AI Product integrated within the API Services to develop, train, or offer any product, model, or service that replicates, substitutes, or competes directly or indirectly with the products, models, or services provided by Magnific or any of its affiliates. Any such use for competitive, benchmarking, or replicative purposes shall require Magnific’s prior written authorization in the form of a specific license (“Ad Hoc License”). Magnific reserves the right to grant or deny any Ad Hoc License at its sole discretion.

Use of the API Services for the purposes described above without the required Ad Hoc License shall constitute a material breach of these Terms and Conditions and may result in the immediate suspension or termination of access to the API Services. In the event of any detected material breach, Magnific reserves the right to revoke the license and access to the Services at any time.

5.2. Rate Limits and Fair Use

Magnific may impose rate limits, quotas and other technical restrictions on the use of the API Services, as described on the Developer Website. Magnific reserves the right to throttle or temporarily restrict API requests that exceed such limits or that, in Magnific’s reasonable determination, degrade the performance or availability of the API Services for other customers. Magnific further reserves the right to restrict or suspend access where a Customer’s usage patterns, even if within applicable rate limits, place a disproportionate burden on Magnific’s infrastructure or are inconsistent with reasonable and expected use of the API Services. Sustained or repeated exceeding of applicable rate limits, or usage patterns that Magnific reasonably considers abusive, may result in the suspension of the Customer’s access to the API Services.

5.3. Circumvention 5.4. API Client Compliance

The Customer shall not use any access method, protocol or integration (including, without limitation, MCP, OAuth-based integrations or any other tool or service offered by Magnific) as a substitute for, or to circumvent the requirements of, the API Services. Any programmatic access to the Services for the purpose of building, operating or offering an application or service to End Users requires an API-eligible Subscription and is subject to these Terms and Conditions, regardless of the technical method used to access the Services.

5.4. API Client Compliance

The Customer shall ensure that its API Client(s) comply with all applicable laws and do not promote, facilitate or enable any activity that would violate the Acceptable Use Policy, these Terms and Conditions, the Magnific Terms of Use or any applicable law, regardless of whether the API Services are directly involved in such activity. Magnific reserves the right to suspend or revoke access to the API Services where it reasonably determines that the API Client is used in connection with unlawful, harmful or reputationally damaging activities.

6. Supervision

Magnific may supervise, review and inspect the Customer’s API Client(s) at any time and without prior notice, to ensure quality, verify compliance with these Terms and Conditions (including attribution obligations, competitive use restrictions and content restrictions) and improve the API Services. Magnific may also monitor the Customer’s use of the API Services through its own systems and logs. Where Magnific reasonably requires additional information regarding the Customer’s use of the API Services or the operation of the API Client that is not available through Magnific’s own systems, the Customer shall provide such information in a timely manner upon request. Failure to cooperate with a reasonable request under this Clause shall be considered a material breach of these Terms and Conditions.

7. Intellectual Property

The intellectual property provisions of the Magnific Terms of Use apply in full to the API Services.

The Customer and its API Client(s) shall not infringe or violate third-party rights, including intellectual and industrial property rights, confidentiality rights, privacy or data protection rights, image rights or any other kind of rights, and the Customer shall require anybody else acting on its behalf and its End Users that they shall not do so either.

Nothing set forth in the Terms and Conditions grants or shall be construed to grant any right to use any Magnific trademark except solely as expressly provided herein.

Subject to fulfillment of these Terms and Conditions, Magnific grants the Customer a limited, non-exclusive, revocable, personal, non-sublicensable and non-transferable license to use the Magnific trademarks indicated by Magnific from time to time, solely to promote the API Client’s use of the API Services. Such use must always be done in a way which does not affect Magnific's reputation and prestige and in accordance with any instructions Magnific may issue from time to time.

The Customer shall not use Magnific’s trademarks in any way which suggests that the Customer is certified by, guaranteed by, sponsored by or associated in any way to Magnific or its different activities, except where express written authorization thereof is granted by Magnific. The Customer agrees that it shall not use Magnific trademarks in any way that might harm, disparage or adversely affect said trademarks and that it shall not attempt to register any trade name, trademark, distinctive sign, logo or domain name that is confusingly similar to Magnific's distinctive signs.

7.1. Attribution obligations

When integrating or displaying functionalities derived from specific proprietary AI models provided by Magnific or any of its affiliates, the Customer and its API Client(s) shall include a visible and legible reference stating “Powered by Magnific” or “Powered by [model name]”. The Customer shall not remove, alter, or obscure any copyright notice, trademark, logo, or proprietary legend included by Magnific in the API Services, outputs, documentation, or any user interface of the API Client(s). Magnific reserves the right to establish specific format, size, or placement requirements for the attribution notice, which shall be mandatory for the Customer.

8. Publicity

Magnific may use the Customer name, trade names, trademarks or logos (or personal name if the Customer is a natural person), in presentations, marketing material, customer lists, financial reports, customer lists posted on websites, market research studies and other marketing activities, including incidental reproductions such as screenshots, videos or other content of its API Client(s). The Customer hereby grants Magnific, which accepts, a non-exclusive, irrevocable, free, worldwide and perpetual license to display its company or organization's name, trade names, trademarks or logos for the aforementioned purposes. The Customer shall not make any public statement regarding its use of the API Services which suggests Magnific's association, sponsorship or endorsement without Magnific's prior written authorization thereof.

9. Modification of the API Services

9.1 Right to Make Modifications

Magnific may alter or interrupt any aspect of the API Services (including any specifications, protocols or access methods) from time to time. Magnific shall use reasonable efforts to give the Customer advance notice of material changes through the Developer Website or by e-mail. However, Magnific may make changes without prior notice where necessary for security, legal or operational reasons.

9.2 Changes to Previous Incompatible Versions

Where Magnific intends to make changes to previous incompatible versions of the API Services, it shall announce it on the Developer Website and endeavor, at its reasonable discretion, to continue maintaining the software source code of the API Service versions thus affected during three (3) months as from the date such changes to the previous incompatible versions are announced.

10. Subscription, Credits and Usage

10.1. Subscription Requirement

Access to the API Services requires an active Subscription to a Magnific plan that includes API access. The specific plans eligible for API access are described on the Developer Website and may be updated by Magnific from time to time. Magnific reserves the right to determine, at its sole discretion, which Subscription plans include access to the API Services, and to add or remove API access from any Subscription plan. Inclusion of API access in any given Subscription plan at any point in time does not create any entitlement to continued API access under that or any other plan.

10.2. Credit Consumption

Each API request consumes Credits from the Customer’s Subscription balance, without exception. No usage of the API Services is exempt from Credit consumption, regardless of any features, benefits or usage conditions that may apply to the same actions when performed through the Website or other access channels. The credit cost applicable to API requests may differ from the credit cost applicable to the same action performed through the Website or other access channels. The credit cost per API request type is set forth on the Developer Website and may be updated by Magnific from time to time. The applicable credit cost for any API request shall be the cost in effect at the time the request is made.

10.3. Credit Exhaustion

If the Customer’s Credit balance is exhausted, API requests will not be processed until additional Credits become available under the Customer’s Subscription (whether through renewal, rollover or the purchase of additional credit packages, as provided under the applicable subscription terms).

10.4. Payment and Billing

All matters relating to Subscription fees, payment, billing, renewal, refunds and credit allocation are governed by the applicable subscription terms (including, where applicable, the Business Subscription Specific Terms). These Terms and Conditions do not create any independent payment obligation for the use of the API Services.

10.5. Order Forms

Unless otherwise specified in an Order Form, the terms set forth in this Clause 10 shall apply. In the event of a conflict between an Order Form and this Clause, the Order Form shall prevail.

11. Data Protection

11.1. Processing of Personal Data

To the extent that the Customer’s use of the API Services involves the processing of Personal Data, the Parties shall comply with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR). Magnific’s collection and processing of Personal Data in connection with the API Services is described in the Privacy Policy.

11.2. Roles and Data Processing Agreement

The Parties acknowledge that their respective roles (as controller, processor or independent controllers) shall depend on the nature of the processing activity. Where Magnific processes Personal Data on behalf of the Customer, the Parties shall enter into a data processing agreement in accordance with Article 28 GDPR, the terms of which are set forth in the Data Processing Addendum available on the Developer Website.

11.3. Customer Obligations

The Customer shall ensure that it has obtained all necessary consents, authorizations and legal bases required under applicable law before submitting any Personal Data to the API Services, including any images, audio, video or other content containing personal data of third parties.

12. Term, Termination and Suspension

12.1 Term

The term of these Terms and Conditions shall be coterminous with the Customer’s Subscription. These Terms and Conditions shall enter into force upon the Customer’s first access to the API Services and shall remain in effect for as long as the Customer maintains an active Subscription that includes API access. Termination or expiration of the Subscription shall automatically terminate the Customer’s right to access the API Services under these Terms and Conditions, without prejudice to any Order Form providing otherwise or to the survival of provisions that by their nature are intended to survive termination.

12.2 Termination for Cause

Either party may suspend performance or terminate these Terms and Conditions if: (i) the other party is in material breach of the Terms and Conditions and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of these Terms and Conditions more than two times notwithstanding any cure of such breaches.

12.3 Suspension of API Access

Without prejudice to any rights or remedies available under the applicable subscription terms, Magnific may suspend or revoke the Customer’s access to the API Services, in whole or in part, with immediate effect, where Magnific reasonably determines that the Customer or any of its End Users has breached these Terms and Conditions. Such suspension shall not affect the Customer’s Subscription or any other Services available thereunder.

12.4 Effects of Termination

After any suspension, interruption notice or termination (whether by the Customer or by Magnific), the Customer shall immediately cease to access and use any of Magnific's Property (as defined below) and shall, within thirty (30) days delete all the API Services and Magnific's Confidential Information in its possession or under its control, including any housed in the Customer servers. Upon Magnific's request, the Customer shall certify the deletion of all the API Services and Magnific's Confidential Information that are in its possession or under its control in writing and with the signature of a duly authorized representative. Magnific may independently get in touch with any holder of accounts that are associated with credentials assigned to the Customer or to its API Client(s) in order to give notice of the termination of access to and use of the API Services and make any announcement regarding its API Client(s) (as appropriate).

The Customer shall be solely responsible for managing the impact of any termination or suspension on its End Users, including any required notices, transition periods or wind-down of services provided through the API Client(s). Magnific shall have no obligation whatsoever towards End Users in connection with such termination or suspension.

12.5 Survival

The following provisions shall survive termination or expiration of these Terms and Conditions: Clause 1 (Definitions, to the extent necessary to interpret surviving provisions), Clause 5 (Restrictions), Clause 6 (Supervision), Clause 7 (Intellectual Property), Clause 11 (Data Protection), Clauses 13 to 16, Clause 17 (Warranties and Exclusion of Liability), Clause 18 (Liability) and Clause 19 (General Provisions).

13. No Implied Licenses

13.1 Ownership

Magnific and its licensors shall keep and maintain all rights (including intellectual and industrial property rights, such as patents, copyrights, trade secrets and other property rights) to or in relation to the API Services (including API Data), Magnific's distinctive signs, the Developer Website, all of Magnific's websites, applications, products and services, the Terms and Conditions, Magnific's Confidential Information, all the underlying technology and IT programs, along with all the works derived from any of the foregoing (jointly referred to hereinafter as Magnific's Property). The Customer shall keep ownership of all the rights to the Customer API Client(s), apart from any of Magnific's Property.

13.2. No Other rights

Except for the rights expressly granted under the Terms and Conditions, Magnific does not grant the Customer any other rights or licenses (whether express, implied, by operation of law or exhaustion, or otherwise) to Magnific's Property or to any of Magnific's intellectual or property rights.

14. No Patent or Content Licenses or Rights

Without limiting the general nature of the foregoing, no patent rights or licenses held or controlled by Magnific are granted, nor are any rights or licenses granted to reproduce, place or make Magnific Content available in any way other than by using the API Services in accordance with the Terms and Conditions. Magnific reserves all rights that are not expressly granted through this Terms and Conditions.

15. No Exclusivity

The Terms and Conditions are non-exclusive. The Customer hereby states and agrees that Magnific can and may develop websites, applications, products or services that compete with the API Services, its API Client(s) or any other product or service. Furthermore, Magnific is under no obligation whatsoever to place any such products or services at the Customer disposal.

16. Confidentiality

Any communications Magnific sends the Customer and the API Services may contain Magnific's Confidential Information. If the Customer receives any of Magnific's Confidential Information, the Customer shall keep it confidential, refrain from using it except for its own permitted use of the API Services in accordance with the Terms and Conditions and refrain from disclosing it to any third party without Magnific's prior written consent. Furthermore, the Customer shall take measures to prevent any unauthorized use, access or disclosure to third parties of Magnific's Confidential Information in the same way as the Customer would protect its own confidential proprietary information, which shall not in any event be less than that of a reasonable level. Notwithstanding the foregoing, the Customer may disclose Magnific's Confidential Information where so required by law after giving sufficient notice thereof, unless the competent court rules that Magnific should not be served such prior notice. The Customer likewise undertakes to destroy or return Magnific's Confidential Information upon Magnific's reasonable request. The Customer’s confidentiality obligations shall apply for as long as the Confidential Information remains confidential. As a consequence of the sensitive and secret nature of Magnific's Confidential Information, the Customer acknowledges that its unauthorized disclosure or use may result in irreparable harm and that the Customer may be subject to civil or criminal actions.

17. Warranties and Exclusion of Liability

17.1 No Warranties

The disclaimers, warranty exclusions and limitation of liability provisions set forth in the Magnific Terms of Use apply in full to the API Services. The Customer acknowledges and accepts that it shall use the API Services at its sole risk and liability. The API Services are provided "as is" and "as available" with all their defects and without any warranty of any kind whatsoever. Except as expressly set forth in the Terms and Conditions, Magnific does not grant and rejects that any condition, warranty or other term shall apply to any service, software or any other goods or service provided by Magnific under the Terms and Conditions.

17.2 Additional Exclusion of Liability

Subject to Clause 18 (Limitation of Liability), any condition, warranty or any other implicit term (including any implicit term referring to satisfactory quality, fitness for purpose and conformity with description) regarding the API Services or Magnific services related to these Terms and Conditions is excluded. More specifically, Magnific does not warrant that:

  1. the API Services will meet the Customer needs, those of its API Client(s) or those of its End Users;

  2. the API Services will run without stoppages, downtimes or in a timely, secure or error-free way;

  3. the API Services will be accurate, reliable, complete, continue to exist, be of satisfactory quality, not infringe third-party rights or be otherwise valid; or

  4. defects in the running and functionality of any aspect of the API Services, including any software, source code, content (including icons), data, support or anything else provided to the Customer or its API Client(s) as part of or in relation to the API Services will be corrected.

17.3 No External Warranties

To the extent allowed under the law which applies and subject to the provisions set forth in Clause 18, no advice or information obtained from Magnific, any third party related to Magnific or via the API Services, whether verbally or in writing, shall give rise to a warranty that has not been expressly set forth in the Terms and Conditions.

17.4 Third-Party Services

The API Services may contain links to third-party websites and online services which are not owned or controlled by Magnific. Magnific has no control over such websites and online services and assumes no liability whatsoever for them. These services may be subject to specific conditions or instructions that must be accepted by the Customer prior to the provision of the relevant service. These specific conditions may be imposed by Magnific or by third parties. Such specific conditions shall apply in addition to the Terms and Conditions and, in case of conflict, shall supersede the Terms and Conditions. Accordingly, the Customer must read and accept such specific conditions before the provision of the relevant service.

17.5 Support

The Customer understands and accepts that it is solely liable for operating and maintaining its API Client(s) without there being any obligation for Magnific in this regard, unless otherwise stated herein. Magnific shall offer a support channel to attempt to sort out technical issues related to the implementation and use of the API Services without assuming any obligation or warranty of any kind whatsoever.

18. Liability

18.1 Limitations of Magnific's Liability

Magnific shall not be liable under the Terms and Conditions (whether due to contractual liability, extracontractual liability – including third-party liability – or of any other kind) for any special damages, consequential loss, loss of profit, loss of revenue and loss of opportunity suffered or incurred by the Customer or otherwise for data loss or corruption, the withdrawal or modification of any aspect of the API Services, or in relation to any content sent to Magnific's websites, applications, services and products by users or partners, or for any defamatory, offensive or unlawful behavior by said persons or entities (regardless of whether or not the parties have foreseen such losses).

Magnific shall likewise not be liable for any damages which may arise from:

  1. Stoppages, downtimes, viruses, faults, interferences, omissions, electronic system or communications system disconnections or disconnections in its equipment for reasons beyond Magnific's control.

  2. Delays or blockages in the use of the API or the API Services due to deficiencies or overloading on the Internet, lines or electricity or communications systems.

  3. Actions by third parties.

  4. Inability to access the API or the API Services due to maintenance or updating work.

  5. Any other circumstance beyond Magnific's control.

18.2 Additional Limitations

To the maximum extent allowed under the law which applies and subject to the provisions set forth in Clause 18.1, Magnific’s total liability arising out of or in connection with these Terms and Conditions or the provision of the API Services (whether due to contractual liability, extracontractual liability – including third-party liability – or of any other kind) shall be limited to the amounts paid by the Customer to Magnific under the applicable Subscription during the twelve (12) months prior to the event that gave rise to the liability. This cap applies exclusively to claims arising under these Terms and Conditions and is independent of any indemnification obligations, liability caps or other remedies that may apply under the Magnific Terms of Use, the AI Products Terms and Conditions, the Business Subscription Specific Terms or any other applicable product-specific terms. Nothing in these Terms and Conditions shall be construed as limiting, expanding or otherwise affecting the scope of any such product-specific provisions.

18.3 Indemnity

Without limiting the indemnification obligations set forth in the Magnific Terms of Use, the Customer shall indemnify Magnific, its administrators, directors, employees, collaborators and users for any liability, damages, harm, loss, cost, fees (including attorneys' fees) and expenses resulting from any court or out-of-court claims brought by third parties (any or all are referred to hereunder as Claim or Claims) in so far as they arise from or are related to:

  1. access to or any use of the API Services by the Customer, anybody else acting on its behalf, its API Client(s) or any of its End Users;

  2. a breach of the Terms and Conditions (or of any part thereof) by the Customer, anybody else acting on its behalf, its API Client(s) or any of its End Users, including any infringement of any third-party right (including any intellectual or industrial property right, confidentiality and data protection right, image right or any other right) by The Customer, anybody else acting on its behalf, its API Client(s) or any of its End Users; or

  3. any content, data, technology or materials provided or contributed by the Customer, anybody else acting on its behalf, its API Client(s) or any of its End Users, and not by Magnific.

19. General Provisions

19.1 Entire Terms and Conditions

The Terms and Conditions constitute the entire agreement between the Parties with regard to their subject matter.

19.2 No Waiver

Magnific shall not be deemed to have waived exercising any right under this Terms and Conditions due to its failure to exercise it at any time (or for a delay in exercising it).

19.3 Nullity and Severability

If any specific clause of the Terms and Conditions is declared null and void, unlawful or unenforceable by a competent court, said clause shall be amended so that it applies and reflects the parties' intention to the extent possible. Should this turn out to be impossible, it shall be deemed to have been eliminated and the rest of the Terms and Conditions shall remain in force.

19.4 Notices

All written notices must be drafted in English or Spanish and sent by e-mail to the address indicated on the account or on the Order Form and shall be deemed to have been served after their reception.

19.5 Assignment of the Terms and Conditions

Magnific may transfer or assign the Terms and Conditions, including any rights and licenses granted under it, to a third party, but the Customer may not do so without Magnific’s previous approval.

19.6 Relationship of the Parties

These Terms and Conditions does not involve the creation of an association or an agency relationship with Magnific. The parties are independent contracting parties.

19.7 Priority

Should there be any discrepancy between these Terms and Conditions and the Magnific Terms of Use or any other applicable terms, these Terms and Conditions shall prevail with respect to matters specific to the API Services; in all other matters, the Magnific Terms of Use shall apply. An Order Form shall prevail over these Terms and Conditions with respect to the commercial terms it expressly sets out, and an Enterprise Agreement shall prevail over these Terms and Conditions as provided in the introduction hereto.

19.8 Magnific’s Approvals

Magnific may, at its discretion, refuse or grant consents, approvals or permissions that are expressly provided for in the Terms and Conditions or that the Customer has otherwise requested. In particular, Magnific may withdraw its authorisation for the Customer to use the API Services at any time.

19.9 Governing Law and Competent Jurisdiction

The Terms and Conditions shall be governed by Spanish law. To the extent allowed under the law which applies, Both Parties accept to submit to the sole jurisdiction of the Spanish courts and tribunals, in particular those of the city of Malaga, in order to settle any legal dispute which may arise from the Terms and Conditions. Notwithstanding the foregoing, Magnific may file for an injunction (or any other equivalent urgent legal remedies) in any jurisdiction.

19.10 Contact

For questions, notices or claims relating to the API Services, the Customer may contact the Company for any query or claim at https://www.magnific.com/ai/support.