TERMS OF SERVICE AND ONLINE PURCHASE AGREEMENT

CREATOR OF CREATORS PROGRAM
MAGNADIC LLC

This Terms of Service and Online Purchase Agreement (“Agreement”) is entered into between MAGNADIC LLC, a Florida limited liability company with its principal place of business at 10447 Stapeley Drive, Orlando, Florida 32832 (“MAGNADIC” or “Company”), and the individual or legal entity completing the online purchase (“Client”). By completing the checkout process, clicking “I Agree,” or accessing any portion of the services, Client agrees to be legally bound by this Agreement.

1. Services

Upon receipt of full payment, MAGNADIC shall provide Client access to the Creator of Creators Program, which includes a two-hour diagnostic session for analysis of Client’s business model, services, positioning, communication style, and strategic objectives.

As part of the Program, MAGNADIC shall develop, configure, and host a customized GPT-based artificial intelligence agent tailored to Client’s business. This custom GPT agent functions exclusively as a strategic copywriting and content development assistant designed to generate written marketing materials and strategic guidance, including but not limited to sales copy, scripts, captions, campaign messaging, structured content calendars, branding language, and conceptual direction for visual content.

The GPT-based agent is a text-based strategic tool. It does not independently publish content, manage social media accounts, design layouts, create graphic assets, edit videos, execute advertising campaigns, automate posting, or perform operational or technical implementation tasks. It generates text, strategy, and creative direction only. Any execution, publication, editing, design, posting, media production, advertising deployment, or technical implementation remains solely the responsibility of Client.

The GPT-based agent shall be hosted exclusively on MAGNADIC’s infrastructure and made available through a dedicated access link. The agent shall not be transferred, deployed, installed, or delivered into Client’s personal OpenAI account or independent infrastructure unless otherwise agreed in writing. MAGNADIC may subcontract portions of the services while remaining responsible for overall delivery.

Any modification to scope must be agreed to in writing by MAGNADIC.
 

2. Compensation and Payment Authorization

Client agrees to pay the total purchase amount selected, displayed, and confirmed at the time of checkout. By submitting payment, Client authorizes the charge to the selected payment method and represents and warrants that Client is legally authorized to use such payment method.

This Agreement constitutes a one-time purchase and does not involve recurring billing unless otherwise expressly agreed in writing. All payments are made in advance and are non-refundable. Client is solely responsible for any transaction fees, processing fees, currency conversion costs, taxes, or financial institution charges associated with the chosen payment method.

In the event of a chargeback, payment reversal, or disputed transaction initiated by Client without valid legal basis, MAGNADIC reserves the right to suspend access immediately and pursue all available legal remedies, including recovery of amounts owed, collection costs, and reasonable attorney’s fees.
 

3. Duration of Access

Client is granted access to the GPT-based agent for so long as its continued operation remains technically feasible, legally permissible, and commercially reasonable for MAGNADIC, and for so long as the underlying third-party artificial intelligence platforms, including but not limited to OpenAI or similar providers, permit the creation and operation of custom GPT-based agents under their applicable terms of service.

At the time of purchase, there is no indication that such third-party platforms intend to prohibit custom agent functionality. While such changes are considered unlikely, Client acknowledges that such matters are outside MAGNADIC’s control. This Agreement does not provide lifetime, perpetual, or guaranteed uninterrupted access.
 

4. Third-Party Platform Dependency

Client acknowledges that the GPT-based agent depends on third-party AI platforms, APIs, and infrastructure providers not owned or controlled by MAGNADIC. Such providers may modify terms of service, restrict features, alter API access, change pricing, suspend services, or discontinue functionality at their sole discretion.

Any such change that materially impacts the agent shall not constitute breach of contract or grounds for refund, damages, or liability. If continuation becomes technically unfeasible, legally restricted, or commercially unreasonable due to third-party changes, MAGNADIC may suspend or discontinue hosting without liability.

MAGNADIC has no obligation to rebuild, migrate, or redeploy the agent onto alternative platforms or absorb increased third-party costs. Any such service would require a separate written agreement.
 

5. Third-Party Account and Subscription Requirements

Client acknowledges that access to certain functionalities of the GPT-based agent may require an active and compatible subscription, account status, or service tier with third-party AI providers, including but not limited to OpenAI.

Client is solely responsible for obtaining, maintaining, and paying for any required third-party accounts, subscriptions, service tiers, upgrades, or related fees necessary for proper access or functionality. MAGNADIC does not provide, resell, bundle, or guarantee third-party subscriptions unless expressly stated in writing.

Any limitation, suspension, downgrade, cancellation, or expiration of Client’s third-party account or subscription may affect functionality of the GPT-based agent and shall not constitute breach, failure of performance, or grounds for refund.

Client acknowledges that changes in third-party subscription requirements, pricing models, feature access, or eligibility criteria are outside the control of MAGNADIC.
 

6. AI-Generated Content and Publication Responsibility

Client expressly acknowledges that the GPT-based agent generates content using artificial intelligence technology and that such content may contain inaccuracies, incomplete information, unintended interpretations, outdated references, or statements requiring verification.

Client understands that the agent does not provide legal, financial, medical, regulatory, or professional advice of any kind.

Client is solely and exclusively responsible for reviewing, editing, verifying, approving, and authorizing any content generated by the GPT-based agent prior to publication, distribution, advertising, broadcasting, or public use. Client agrees that Client bears full responsibility for how such content is used, published, distributed, or relied upon.

Client assumes one hundred percent (100%) of all legal, regulatory, reputational, commercial, compliance, and operational risks associated with the publication, dissemination, or use of AI-generated content. MAGNADIC shall have no liability whatsoever for any claims, losses, damages, regulatory penalties, fines, reputational harm, third-party disputes, or consequences arising from Client’s publication or reliance on such content.

Client agrees to indemnify and hold MAGNADIC harmless from any third-party claims arising from content published, distributed, or used by Client.
 

7. Client Responsibilities

Client agrees to provide accurate and timely business information necessary for configuration of the GPT-based agent and acknowledges responsibility for compliance with applicable laws, advertising regulations, intellectual property laws, consumer protection laws, and platform policies.

MAGNADIC shall not be liable for delays caused by Client’s failure to provide necessary information or approvals.
 

8. Intellectual Property

Upon full payment, Client owns the customized textual outputs generated specifically for Client’s use. However, the GPT-based agent structure, system architecture, prompt engineering methodologies, training systems, frameworks, and implementation processes remain the exclusive property of MAGNADIC. Client is granted only a limited, non-transferable right of access and use subject to this Agreement.
 

9. Limitation of Liability

MAGNADIC’s total liability under this Agreement shall not exceed the total amount paid by Client. Under no circumstances shall MAGNADIC be liable for indirect, incidental, consequential, special, punitive, or business interruption damages. No guarantee of specific business results, revenue growth, audience engagement, compliance approval, or financial performance is made.
 

10. Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, government action, regulatory changes, internet disruptions, infrastructure failures, or third-party platform shutdowns.
 

11. Dispute Resolution and Governing Law

Any dispute arising under this Agreement shall first be subject to good-faith negotiation. If unresolved, the dispute shall be submitted to binding arbitration in Orlando, Florida, under the rules of the American Arbitration Association. This Agreement shall be governed by the laws of the State of Florida.
 

12. Severability

If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
 

13. Electronic Acceptance

By completing the checkout process and selecting the acceptance checkbox, Client acknowledges that Client has read, understood, and agrees to be legally bound by this Agreement. Electronic acceptance constitutes a valid and binding agreement enforceable under applicable law, and Client waives any requirement for a handwritten signature.