Last updated: November 20, 2025

Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites located at https://marginstone.com and related sites (the "Site") and the products and services provided by Aura Sphere Inc. ("Marginstone", "we", "us", or "our"), including but not limited to the Marginstone Core workflow runtime, web console, Teams applications, and related services (collectively, the "Services").

By accessing or using the Services, or by clicking a button or checking a box marked "I agree" (or similar), you agree to be bound by these Terms on behalf of the organisation or entity that you represent ("Customer" or "you"). You represent and warrant that you have authority to bind that organisation to these Terms.

If you do not agree to these Terms, do not access or use the Services.

If Marginstone and Customer have executed a separate written agreement governing the use of the Services (e.g., a Master Services Agreement or Order Form), that agreement will prevail to the extent of any conflict with these Terms.

1. The Services and deployment model

1.1 Services

Marginstone provides a workflow runtime and related tools that help Customers design, execute, and monitor workflows and "agentic" automations, with integrations to systems such as Microsoft Azure, Microsoft Fabric, SharePoint, and Microsoft Teams.

1.2 Hosting in your Azure tenant

Unless otherwise agreed in writing, the Marginstone Core runtime for production use is deployed into Customer's own Microsoft Azure tenant and subscription(s). In this model:

• Customer provisions the relevant Azure resources (e.g., resource groups, networks, identity, storage) and grants Marginstone limited access where needed for deployment, support, or co‑build work.
• Customer's business data (for example, Fabric data, documents, and workflow artifacts) remains in Customer's Azure tenant by default. Marginstone does not automatically copy such data into Marginstone's own systems.

1.3 Control plane and shared components

Certain components (for example, parts of the web console, license/usage management, or telemetry systems) may be hosted in Marginstone's Azure tenant and interact with your deployed runtime. These components generally process configuration metadata and usage data rather than Customer's underlying business data, as described in our Privacy Policy and any applicable data processing agreement.

1.4 Third‑party services

The Services may interoperate with or depend on third‑party products and services (such as Microsoft Azure, Microsoft Teams, Microsoft Foundry, or other cloud services). Marginstone does not control such third‑party services and is not responsible for their availability, security, or terms. Your use of third‑party services is subject to separate agreements with the relevant providers.

2. Eligibility and accounts

2.1 Business use only

The Services are intended for use by businesses and organisations, not for personal or consumer use or by children.

2.2 Accounts

To use certain parts of the Services, you must register for an account and provide accurate, complete information. You are responsible for:

• maintaining the confidentiality of your account credentials, and
• all activities that occur under your account.

You must promptly notify us of any unauthorised use or suspected compromise of your account.

2.3 Customer users

Customer may allow its employees and contractors ("Authorised Users") to use the Services on its behalf. Customer is responsible for:

• all use of the Services by its Authorised Users, and
• ensuring that its Authorised Users comply with these Terms and all applicable laws.

3. Licence and permitted use

3.1 Licence to the Services

Subject to these Terms and any applicable Order Form and payment of all applicable fees, Marginstone grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable licence during the subscription term to:

• access and use the Site and web console, and
• install and run the Marginstone Core runtime in Customer's Azure tenant,

solely for Customer's internal business purposes.

3.2 Software components

To the extent the Services include software components provided by Marginstone for installation in Customer's environment:

• such software is licensed, not sold;
• Customer may use the software only as part of the Services and in accordance with documentation provided by Marginstone;
• Customer may not reverse engineer, decompile, disassemble, or attempt to derive source code for such software except to the extent permitted by applicable law.

3.3 Restrictions

Customer shall not (and shall not permit any third party to):

• resell, lease, rent, or otherwise provide the Services to third parties (except to its own affiliates and service providers solely for Customer's benefit);
• use the Services to provide a competing product or service, or to benchmark or compare them for publication without Marginstone's prior written consent;
• bypass or attempt to bypass any technical or security controls;
• use the Services to process unlawful content or for any unlawful purpose;
• remove or alter proprietary notices or branding.

3.4 Acceptable use

Customer must not use the Services to:

• infringe the rights of others, including privacy, intellectual property, or confidentiality rights;
• transmit malicious code, spam, or other harmful content;
• attempt unauthorised access to other systems or data;
• interfere with or disrupt the integrity or performance of the Services.

Marginstone may suspend or restrict access to the Services if it reasonably believes there is a breach of this Section.

4. Customer data and privacy

4.1 Customer Data

"Customer Data" means any data, content, configuration, or materials that Customer or its Authorised Users upload to, store in, or process through the Services, including any data processed by Marginstone Core in Customer's Azure tenant.

As between the parties, Customer retains all rights, title, and interest in and to Customer Data.

4.2 Use of Customer Data

Marginstone will process Customer Data only:

• to provide, operate, and improve the Services,
• to prevent or address technical or security issues,
• as otherwise instructed by Customer in writing,
• as required by law.

Marginstone will not use Customer Data for its own marketing purposes or sell Customer Data to third parties.

4.3 Deployment in Customer's tenant

Where the Services are deployed in Customer's Azure tenant:

• Customer controls which systems and datasets are connected to Marginstone Core;
• Customer is responsible for ensuring that its use of the Services and its configuration of data sources complies with applicable law and internal policies, including data protection and retention;
• Marginstone may have limited access to Customer's tenant (for example, via Managed Identity, service principals, or just‑in‑time access) as necessary to deploy, monitor, and support the Services, subject to any written agreement.

4.4 Telemetry and usage data

Marginstone may collect and use aggregated and/or anonymised usage data and technical logs from the Services (including deployed runtimes) to:

• monitor performance and reliability,
• improve features and security,
• generate analytics about how features are used.

Such data will not be used to identify individuals, except as necessary for security or support.

4.5 Privacy Policy and data processing

Our handling of personal data is described in our Privacy Policy and, where applicable, in a separate data processing agreement ("DPA") executed with Customer. In case of conflict, the DPA (if any) will prevail over these Terms with respect to processing of personal data.

6. Intellectual property

6.1 Marginstone IP

As between the parties, Marginstone retains all rights, title, and interest in and to:

• the Services, the Site, and all software, documentation, designs, and underlying technology;
• any modifications, enhancements, derivatives, or feedback improvements;
• all related intellectual property rights.

No rights are granted to Customer other than as expressly stated in these Terms.

6.2 Customer Data and configurations

Marginstone does not claim ownership of Customer Data or Customer‑specific configuration files (such as workflow YAMLs, prompts, or business rules) created by Customer in the Services. Customer grants Marginstone a limited licence to use such materials solely to provide and support the Services.

6.3 Feedback

If Customer or its users provide feedback, ideas, or suggestions about the Services ("Feedback"), Marginstone may freely use and exploit such Feedback without obligation or restriction, provided that Marginstone does not identify Customer or its users publicly without permission.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non‑public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked or identified as confidential, or that should reasonably be understood to be confidential given its nature and the circumstances, including product plans, security information, and Customer Data.

7.2 Obligations

Recipient shall:

• use Confidential Information only for the purposes of these Terms;
• protect Confidential Information using at least reasonable care;
• not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations no less protective.

7.3 Exclusions

Confidential Information does not include information that:

• is or becomes public through no fault of Recipient;
• was lawfully known to Recipient before disclosure;
• is received from a third party without breach of any obligation;
• is independently developed by Recipient without use of Discloser's Confidential Information.

7.4 Compelled disclosure

Recipient may disclose Confidential Information when required by law or court order, provided it (where legally permitted) gives Discloser prompt notice and cooperates in any efforts to limit or challenge the disclosure.

8. Warranties and disclaimers

8.1 Mutual warranties

Each party represents that it has the legal power and authority to enter into these Terms.

8.2 Marginstone warranties

Marginstone will:

• provide the Services in a professional and workmanlike manner;
• use commercially reasonable efforts to maintain the security and availability of the Services, subject to planned maintenance and downtime;
• comply with applicable laws in providing the Services.

8.3 Customer warranties

Customer represents and warrants that:

• it has the necessary rights and permissions to provide Customer Data and to use the Services with its systems (e.g., Azure);
• its use of the Services will comply with these Terms and all applicable laws and regulations.

8.4 Disclaimers

Except as expressly provided in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law:

• Marginstone disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement;
• Marginstone does not warrant that the Services will be error‑free, uninterrupted, or that they will meet all of Customer's requirements.

Marginstone is not responsible for issues caused by:

• third‑party services (e.g., Azure outages),
• Customer's environment, configuration, or misuse of the Services.

9. Limitation of liability

9.1 Exclusion of certain damages

To the fullest extent permitted by law, neither party shall be liable to the other for any:

• indirect, incidental, consequential, special, punitive, or exemplary damages,
• loss of profits, revenue, goodwill, or data,

even if advised of the possibility of such damages, and even if a remedy fails of its essential purpose.

9.2 Cap on liability

To the fullest extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms and the Services shall not exceed:

• the amount paid or payable by Customer to Marginstone for the Services under the relevant Order during the twelve (12) months preceding the event giving rise to the claim.

9.3 Exceptions

The limitations in this Section do not apply to:

• Customer's payment obligations,
• either party's breach of confidentiality,
• Customer's infringement or misappropriation of Marginstone's IP rights,
• liability that cannot be excluded or limited by applicable law.

10. Indemnity

10.1 Customer indemnity

Customer shall defend, indemnify, and hold harmless Marginstone and its officers, directors, employees, and agents from and against any third‑party claims, damages, losses, or expenses (including reasonable legal fees) arising out of:

• Customer Data,
• Customer's use of the Services in violation of these Terms or applicable law,
• Customer's integration of the Services with third‑party systems or data sources.

10.2 IP infringement by Marginstone

If a third party claims that the Services (as provided by Marginstone) infringe its intellectual property rights, Marginstone may, at its expense and option:

• modify or replace the Services to make them non‑infringing,
• obtain a licence so Customer can continue using the Services, or
• terminate the affected Order and refund any prepaid, unused fees for the terminated portion of the term.

This Section states Marginstone's sole obligation and Customer's exclusive remedy for any IP infringement claim relating to the Services.

11. Term and termination

11.1 Term

These Terms commence when you first accept them or start using the Services and continue for so long as Customer has an active subscription or uses the Services, unless earlier terminated.

The duration of each subscription or deployment is set out in the applicable Order.

11.2 Termination for convenience

Either party may terminate the Services at the end of the then‑current subscription term by giving the notice specified in the Order (e.g., 30 or 60 days before renewal).

11.3 Termination for cause

Either party may terminate these Terms or an individual Order if the other party:

• materially breaches these Terms and fails to cure the breach within 30 days after receiving written notice, or
• becomes insolvent, goes into liquidation, or ceases to operate in the ordinary course of business.

11.4 Effect of termination

Upon expiration or termination:

• Customer's right to access and use the Services under the affected Order will cease;
• Customer shall uninstall or disable any Marginstone software components not licensed for continued use, unless otherwise agreed;
• Customer remains responsible for all fees incurred up to the effective date of termination.

11.5 Data after termination

For data held in Marginstone's own Azure tenant (e.g., account info, usage metadata), Marginstone will retain or delete such data in accordance with its retention policies and any applicable DPA. For data in Customer's Azure tenant, Customer remains responsible for backup and retention.

Sections that by their nature should survive termination (such as fees, confidentiality, IP, disclaimers, limitations of liability, indemnity, and governing law) will survive.

12. Changes to the Services and Terms

12.1 Changes to the Services

Marginstone may update or modify the Services from time to time, for example to improve functionality, security, or performance. Changes that materially reduce core functionality will be communicated in advance where reasonably possible.

12.2 Changes to the Terms

Marginstone may update these Terms from time to time. When we do, we will:

• post the revised Terms on https://marginstone.com, and
• update the "Last updated" date at the top.

If changes are material and you have an active subscription, we will provide additional notice (e.g., by email or product notification). Your continued use of the Services after the revised Terms become effective constitutes your acceptance of them.

If you do not agree to materially revised Terms, you may notify us and stop using the Services; in that case, your existing Order(s) will continue under the previous Terms until the end of the current term, unless otherwise agreed.

13. Governing law and disputes

These Terms, and any dispute arising out of or related to them or the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict‑of‑laws rules.

Any disputes shall be subject to the exclusive jurisdiction of the courts located in Wilmington, Delaware, and each party consents to such jurisdiction and venue, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

14. General

14.1 Entire agreement

These Terms, together with any Order(s) and any separate written agreements (such as a Master Services Agreement or DPA), constitute the entire agreement between Marginstone and Customer regarding the Services and supersede any prior agreements or understandings.

14.2 Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder without Marginstone's prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. Marginstone may assign these Terms in connection with a reorganisation, merger, acquisition, or sale.

14.3 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship.

14.4 Force majeure

Neither party will be liable for delays or failures in performance (except for payment obligations) due to events beyond its reasonable control, such as natural disasters, war, terrorism, labour disputes, government actions, or internet or cloud provider failures.

14.5 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.6 Waiver

A failure or delay by either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Questions

If you have questions about these Terms, please contact:

Aura Sphere Inc.
23 Valentine House, 2 Sands End Lane, SW6 2QH
tim@marginstone.com