Effective 2026/9/1. Version 1.0.
BY ACCEPTING THESE TERMS, OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THEM, AGREE TO BE BOUND BY THEM, AND AGREE TO COMPLY WITH ALL APPLICABLE LAWS INCLUDING EXPORT AND RE-EXPORT CONTROL LAWS.
IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, and "Customer" means that entity.
"Mgnite" — Mgnite Inc., [Ontario address]. "Customer" — the entity accepting these Terms or named in an Order Form. "Authorized User" — an individual authorised by Customer to use the Services under its account. "Software" — the Mg software supplied by Mgnite, including documentation, updates, and components supplied with it. "Services" — the Software together with the Mg gateway and the hosted components identified in the Documentation. "Customer Content" — models, requirements, code, and other material Customer provides to or creates with the Services, including Outputs. "Outputs" — content generated by a language model through the Services. "Model Providers" — third parties performing inference for the Services, identified in the Documentation. "Order Form" — an ordering document referencing these Terms. "Documentation" — Mgnite's published guides and policies, as updated.
The Services are offered solely for business, commercial and professional purposes. Customer represents that it enters this agreement in the course of a business and not as a consumer. The Services are not offered to consumers.
Mgnite provides the Mg modelling environment, a gateway that authenticates and meters access to language models, and a curated model selection. Inference is performed by Model Providers on infrastructure outside Canada, including in the United States.
Mgnite does not review, verify, or certify Outputs; perform engineering review or validation; or qualify the Services against DO-178C, DO-331, ISO 26262, IEC 61508 or any other standard.
Customer remains the deployer of the Services within its own organisation and is responsible for the obligations that attach to that role, including human oversight, disclosure to affected persons, and any assessments required by applicable law.
Outputs are generated by a language model and are not verified by Mgnite. They may be incorrect, incomplete, internally inconsistent, or inconsistent with Customer's requirements, standards, or intent.
Customer must independently review and verify every Output before relying on it, and must not incorporate any Output into a design, requirement, analysis, certification artefact, or safety case without review by a qualified engineer.
The Services are not a substitute for engineering judgement, design review, verification, validation, or any process required by a safety or certification standard. Validation features within the Services check that a model is well-formed; they do not establish that it is correct.
Customer retains sole responsibility for the correctness, safety and compliance of any product, system or artefact developed with the assistance of the Services.
Where the Services offer more than one model tier, tiers differ in capability and in Credits consumed. No tier is verified, and this section applies identically to all of them. Selecting a higher tier does not reduce Customer's obligation to review.
Subject to Customer's compliance with these Terms and payment of applicable fees, Mgnite grants Customer a non-exclusive, non-transferable, non-sublicensable licence to use the Software and the Services during the term of this agreement, for Customer's internal business purposes.
The licence is subject to the restrictions in §6, and ends on termination.
Mgnite retains all rights in the Software and the Services. Customer retains all rights in Customer Content, including the models, requirements, and Outputs it creates; nothing in these Terms transfers ownership of Customer's work to Mgnite.
Customer will not, and will not permit any person to:
(a) use the Services other than with Mg, for Customer's own engineering work;
(b) access the model endpoints other than through the client supplied by Mgnite;
(c) use Outputs to train, fine-tune, distil, or evaluate a competing machine learning model, or attempt to extract the Services' models, prompts, or configuration;
(d) sublicense, rent, lease, resell, time-share, distribute, or otherwise make the Software or the Services available to any third party;
(e) modify, adapt, translate, or create derivative works of the Software;
(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, prompts, or internal structure of the Software or the Services, except to the extent such restriction is prohibited by applicable law;
(g) remove, obscure, or alter any proprietary notice in the Software or the Documentation;
(h) circumvent usage limits, rate limits, licensing controls, or access controls;
(i) generate content violating the acceptable use policy of any Model Provider, as published in the Documentation.
Mgnite may monitor usage patterns to determine whether the Services are being used in violation of this section.
The Services are provided from Canada and are subject to Canadian export control law, including the *Export and Import Permits Act* and the Export Control List. Inference is performed on infrastructure outside Canada, so United States export control law may also apply to technical data transmitted through the Services.
Customer represents, on a continuing basis, that:
(a) the country of residence stated for each Authorized User is accurate;
(b) it will not access the Services from an ineligible jurisdiction, or use means intended to obscure the location from which the Services are accessed;
(c) neither Customer nor any of its subsidiaries is a party identified on a sanctions list maintained by Canada, the United States, or another relevant jurisdiction, or is located in or organised under the laws of a comprehensively sanctioned territory;
(d) it will not use the Services in connection with nuclear explosive devices, missiles, chemical or biological weapons or their precursors.
Customer remains responsible for its own obligations under export control law applicable to it, including in respect of technical data it submits.
Consumption is denominated in Credits. One Credit is one United States dollar, and that relationship does not change.
The Credits consumed by a given request depend on the model used and on the size and structure of the request. Consumption rates are published in the Documentation and may be changed on thirty (30) days' notice, subject to §8.5.
Mgnite does not warrant that any quantity of Credits will be sufficient for any particular volume of work. Consumption varies with factors outside Mgnite's control, including the length of a request, the structure of a conversation, and caching behaviour. Customer can observe consumption and remaining balance at any time through the Services.
Fees are specified in the Documentation or an Order Form. Subscriptions are billed in advance and renew for successive periods until cancelled. Customer may cancel with effect from the end of the current period.
Each subscription period includes an allowance of Credits. The allowance does not carry forward and any unused portion expires at the end of the period.
Customer may purchase additional Credits. Purchased Credits do not expire, carry forward across periods, and survive cancellation of a subscription.
Promotional or complimentary Credits granted by Mgnite may be withdrawn if unused within six months of the grant.
Consumption beyond the available Credits is not permitted. Mgnite may suspend access where the balance is exhausted. Exceeding the balance does not incur a charge.
Fees are non-refundable except as required by law or as expressly provided. Where a payment is refunded or reversed, Mgnite may debit the corresponding Credits from Customer's balance, and the balance may become negative to the extent those Credits have already been consumed. Access is suspended while the balance is negative.
Fees exclude taxes. Customer is responsible for applicable sales, use, value-added, and consumption taxes, except taxes on Mgnite's net income.
Billing disputes must be raised in writing within thirty (30) days of the invoice or charge date, with documentation. Undisputed amounts remain payable.
Mgnite may correct billing errors and issue corrected invoices for amounts omitted or misstated, itemising the adjustment.
Mgnite may change subscription fees and consumption rates on thirty (30) days' notice, effective from the next period. Where a change is required by a change in a Model Provider's terms or pricing, the notice period may be shortened to the period the upstream change allows, and Customer may terminate with effect from the date the change takes effect, with unused purchased Credits refunded.
The Services operate under zero data retention for inference content. Mgnite does not log, record, or write to persistent storage the content of prompts or model responses, and there is no setting under which Mgnite retains content unless Customer enables one.
Customer may enable tracing of tool invocations. Where enabled, trace data is retained for thirty (30) days and deleted thereafter; what is recorded is described in the Documentation.
Tracing is provided without warranty of availability, completeness, or retention. Customer is responsible for exporting any trace data it wishes to keep, and Mgnite is not liable for its loss.
What is retained regardless is operational metadata — token counts, timings, model identity, cost, and pseudonymised user identifiers — which is the basis for billing under §8. Metadata is not content. Telemetry generated by Customer's use is delivered to a destination Customer nominates; Mgnite retains aggregate operational metrics only.
Mgnite will not use Customer Content, including Outputs and trace data, to train, fine-tune, or otherwise develop machine learning models, unless Customer has expressly opted in under an Order Form. Enabling tracing is not such an opt-in.
Where Customer has opted in, the scope, the consideration, and how Customer may withdraw are set out in that Order Form.
Mgnite may analyse trace data to diagnose faults and to improve the Services, including tooling, retrieval, and prompting strategies. Material derived from that analysis and retained beyond the period in §9.1 is aggregated and anonymised.
Mgnite may collect and use aggregated, anonymised information about use of the Services — including error rates, validation outcomes, and consumption by category — to operate and improve the Services. Such information will not identify Customer, its users, or Customer Content.
Prompts submitted through the Services are transmitted to and processed by Model Providers on infrastructure outside Canada, including in the United States, which may involve transfer of technical data across borders. The providers currently used are identified in the Documentation.
Mgnite selects the models underlying each tier and may change them. Model identities are not disclosed.
Mgnite configures Model Providers for zero retention of inference content where that configuration is available, and does not permit use of content for training.
Mgnite does not control Model Providers' own terms. A provider may reserve the right to process content for fraud detection, abuse prevention, or security purposes. Any such reservations are described in the Documentation and are not limited by this agreement.
Mgnite may change providers, and may do so without notice where a provider's terms change, a provider ceases to be available, or continued use would place Mgnite in breach. Where a change materially affects fees or rates, §8.5 applies, except that the notice period may be shortened to the extent the upstream change allows Mgnite no longer.
Mgnite retains all rights in the Services, including software, models, prompts, and Documentation.
Customer retains all rights in Customer Content, including Outputs. Mgnite claims no ownership of models, requirements, or other artefacts Customer creates with the Services.
Mgnite makes no representation that Outputs are original or protectable, and identical or similar Outputs may be generated for other customers.
Customer grants Mgnite a licence to process Customer Content solely to provide the Services.
Feedback provided to Mgnite may be used without restriction and without attribution.
Mgnite warrants that it will provide the Services with reasonable skill and care.
Except as expressly stated, the Services are provided "as is" and "as available". To the maximum extent permitted by law, Mgnite disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.
Mgnite does not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that Outputs will be accurate, complete, or fit for any purpose.
Scheduled maintenance. The Services are periodically unavailable for scheduled maintenance, which may occur as often as daily. Mgnite publishes the current maintenance schedule in the Documentation where practicable, and may change it; timing depends on operational conditions and is not guaranteed.
During maintenance, and when the Services resume, requests in progress may be interrupted and Authorized Users may need to sign in again. Customer is responsible for resubmitting an interrupted request. Credits consumed by a request interrupted by maintenance are not refunded.
Mgnite may also interrupt the Services without notice to address security issues, faults, or conditions that threaten the Services' operation.
No service level is offered unless stated in an Order Form, and no credit or refund is owed for any period of unavailability.
Mgnite may suspend or terminate access, in whole or in part, with or without notice, where:
(a) fees are unpaid or the balance is insufficient;
(b) Mgnite reasonably suspects a breach of §6 or §7;
(c) a Model Provider requires it, or notifies Mgnite of a suspected violation attributable to Customer's use;
(d) required by law.
Suspension under (c) may occur before Mgnite has determined whether the notification is correct.
Either party may terminate for material breach not cured within thirty (30) days of notice.
On termination Customer's access ends. Customer Content is not held by Mgnite and requires no return; operational metadata is retained as set out in §9. Purchased Credits are forfeited on termination by Mgnite for cause, and otherwise refunded to the extent unused.
On termination, Customer shall cease all use of the Software and delete all copies in its possession or control. The obligation applies whether or not the Software continues to operate.
Cancelling a subscription is not termination of this agreement. Where Customer retains purchased Credits, this agreement continues and Customer may continue to Use the Software and the Services against those Credits.
Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.
Subject to the above:
(a) Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or anticipated savings.
(b) Mgnite's total aggregate liability arising out of or in connection with this agreement will not exceed the fees paid by Customer to Mgnite in the twelve (12) months preceding the event giving rise to the claim.
(c) Without limiting (b), Mgnite has no liability for any Output, or for any decision, design, product, or artefact based on an Output.
Customer will indemnify Mgnite against claims, losses and expenses arising from Customer's breach of §6 or §7, from Customer Content, or from Customer's use of Outputs.
Each party will protect the other's confidential information with reasonable care and use it only to perform this agreement. This does not apply to information that is public, independently developed, or lawfully received from a third party. Obligations survive three (3) years, and indefinitely for trade secrets.
Mgnite may amend these Terms on thirty (30) days' notice. Continued use after the effective date constitutes acceptance. Customer may terminate before the effective date if it does not accept an amendment.
Governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts of Ontario have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Nothing here prohibits contact or communication between the parties; Mgnite may contact Customer at the email address on record.
Entire agreement, with Order Forms and any addenda prevailing as to their subject matter. No terms in a purchase order or vendor portal are incorporated. Assignment to an affiliate or successor permitted; otherwise by consent. Severability. No waiver by delay. Notices by email. Force majeure. Independent contractors. No third-party beneficiaries.
The licence to use the Software granted under these Terms is subject to the restrictions herein, including §6. These Terms govern both the Services and the Software, and supersede any separate click-through or software licence accompanying the Software, unless expressly agreed otherwise in an Order Form.
These Terms govern self-serve and standard subscriptions. An Order Form may vary them for a particular engagement, and prevails as to its subject matter.
A Data Processing Addendum applies automatically to the extent Mgnite processes personal data on Customer's behalf. Other addenda apply only if executed or incorporated by an Order Form.