End User License Agreement

1. Parties and Key Terms

This End User License Agreement is between Majenta Solutions Limited, company number 03056978, registered at 3 Argosy Court, Scimitar Way, Whitley Business Park, Coventry CV3 4GA, England ("Majenta"), the organization that has contracted with Majenta for MX access ("Customer"), and each person using that access ("User").

"MX" means the secure file exchange service, interfaces, software and related services made available by Majenta. "Content" means MX software, documentation, digital material and service features made available through MX. "Customer Data" means files, messages, metadata and other information submitted by or for the Customer.

2. License Grant

Subject to payment of applicable subscription fees and compliance with this agreement, Majenta grants the Customer and User a limited, nonexclusive, nontransferable, nonsublicensable and revocable right to access and use MX and the Content during the Customer's subscription term for the Customer's authorized business purposes.

The license is limited to the account, users, environment and service scope approved by Majenta and the Customer. No ownership rights are transferred.

3. Account and User Responsibilities

• The User must provide accurate account information, protect credentials and use multifactor authentication where required.
• The User must not share an account or allow another person to use their credentials.
• The Customer is responsible for approving users, assigning appropriate roles and removing access promptly when it is no longer required.
• The Customer and User are responsible for their devices, networks, uploaded data, recipient choices and use of downloaded information.
• Suspected compromise, unauthorized access or misuse must be reported promptly through the My MX Data contact page.

4. Permitted and Prohibited Use

MX may be used only for lawful, authorized business activity. The Customer and User must not:

• copy, modify, translate, reverse engineer, decompile, disassemble or attempt to derive source code, except where applicable law does not allow that restriction;
• rent, lease, resell, sublicense or make MX available as a competing service;
• bypass access controls, probe or test security without written authorization, or interfere with the service or another user's activity;
• upload malware, unlawful content, unsolicited bulk communications or material that infringes another person's rights;
• impersonate another person, conceal unauthorized activity or use credentials belonging to someone else;
• use MX for an activity where failure could reasonably result in death, personal injury or damage to critical systems; or
• submit regulated information unless the Customer has approved the intended environment, contract, users and configuration.

5. Customer Data, Privacy and Security

The Customer retains its rights in Customer Data and is responsible for its legality, accuracy and authorized disclosure. The Customer permits Majenta to process Customer Data only as needed to provide, secure, maintain and support MX and to meet applicable contractual or legal obligations.

Majenta uses administrative, technical and organizational safeguards designed to protect the service. The Customer and User acknowledge that no system is completely secure and that security also depends on endpoint protection, account administration, recipient selection and appropriate configuration.

Personal information is handled under Majenta's US Privacy Notice and, where applicable, the Customer's data-processing terms.

6. Service Operation and Changes

Majenta may maintain, update, secure or change MX and its Content. Changes may include security updates, performance improvements, new features, revised interfaces and the removal of obsolete functionality.

Majenta may monitor technical usage and security events to operate, protect and improve the service. Majenta may suspend or restrict access where it reasonably suspects a security threat, unlawful activity, material breach or risk to MX or its users.

MX may occasionally be unavailable because of maintenance, faults or circumstances beyond reasonable control. Majenta does not warrant uninterrupted or error-free operation.

7. Intellectual Property and Feedback

Majenta and its licensors own all intellectual property rights in MX and the Content. The Customer and User receive only the license expressly stated in this agreement and have no right to source code.

Copyright notices, trademarks and proprietary labels may not be removed or altered. Feedback may be used to improve MX without restriction, provided Majenta does not publicly identify the Customer or User as the source without permission.

8. Content and Interactive Features

Any contribution made through comments, conversations, forms or other interactive features must be accurate where it states facts, genuinely held where it states opinions, and lawful in every location from which it is submitted.

Contributions must not be defamatory, threatening, hateful, discriminatory, sexually explicit, deceptive, privacy-invasive, infringing, malicious or intended to facilitate unlawful activity. Majenta may remove or restrict access to content that reasonably appears to breach these standards.

The Customer remains responsible for moderating its own users and responding to complaints connected with Customer Data.

9. Disclaimers and Liability

The Customer and User are responsible for determining whether MX is suitable for their intended workflow and for maintaining independent copies or backups where appropriate. Except as expressly stated in the Customer's agreement, MX and the Content are provided "as is" and implied warranties are excluded to the fullest extent permitted by law.

To the fullest extent permitted by law, Majenta is not liable under this license for indirect, consequential or special losses; loss of profit, revenue, opportunity, goodwill or anticipated savings; business interruption; or loss or corruption caused by misuse, unauthorized third parties or systems outside Majenta's control.

Subject to liabilities that cannot be limited, Majenta's aggregate liability under this license will not exceed the amount of applicable insurance cover available for the relevant claim. Nothing excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be excluded.

10. Termination

This license ends automatically when the Customer's subscription or right to use MX ends. Majenta may also terminate or suspend it immediately for a material breach, unlawful activity or security risk, or after notice where a remediable breach is not corrected within 14 days.

When the license ends, the Customer and User must stop using MX and delete any locally installed or copied Content where instructed. Rights relating to intellectual property, confidentiality, liability and any other provisions intended to survive will continue.

11. General Terms

The Customer may not transfer this license without Majenta's written consent. Majenta may transfer it as part of a reorganization, financing, merger or sale of the relevant business, provided the transfer does not materially reduce the Customer's rights.

If a provision is unenforceable, it will be adjusted or removed only to the minimum extent necessary and the remaining provisions will continue. Delay in enforcing a right is not a waiver. This license and the Customer's commercial agreement contain the entire agreement about the User's licensed access to MX.

12. Governing Law and Contact

This license and any noncontractual dispute are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless the Customer's signed agreement expressly states otherwise.

Questions about this license can be submitted through the My MX Data contact page.