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Terms of Use

Effective 2026-05-26 · last updated 2026-05-26

Disclaimer. This document is a starting-draft terms-of-use agreement, not legal advice. Have a qualified lawyer review and adapt it for your jurisdiction, customer base, and licensing arrangements before relying on it for any commercial transaction.

These Terms of Use (the "Terms") form a binding agreement between you (the "Licensee" — a business, government body, professional firm, or individual that has obtained a licence to Marginalia) and Patrick A. Mikkelsen (the "Licensor") governing your installation, access to, and use of the Marginalia software, documentation, and any related services (collectively, the "Software").

By installing, configuring, accessing, or using the Software, you agree to these Terms. If you do not agree, do not install or use the Software.

1. Definitions

  • "Software" — The Marginalia application, including source code, executables, binaries, schemas, documentation, updates, patches, and related materials.
  • "Licensor" — Patrick A. Mikkelsen.
  • "Licensee" — The organisation, firm, or individual licensed to install and use the Software under a separate Licence Agreement.
  • "User" — An individual end-user accessing the Software within the Licensee's organisation under the Licensee's account.
  • "Licence Agreement" — The separate, signed, written agreement setting out commercial terms (price, term, seat count, support level, etc.). These Terms supplement, and do not replace, the Licence Agreement.
  • "Customer Data" — Information processed by the Software in the course of the Licensee's use, including testing plans, notes, annotations, audit records, account information, and other content the Licensee or its Users generate or upload.

2. Licence grant

Subject to (a) these Terms, (b) the Licence Agreement, and (c) timely payment of any fees, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software solely:

  1. On systems owned, leased, or otherwise lawfully controlled by the Licensee;
  2. For the internal business purposes of the Licensee — typically, regulatory compliance, audit, and related activities;
  3. By Users authorised by the Licensee and bound by the Licensee's internal policies;
  4. Within the seat or user count specified in the Licence Agreement; and
  5. For the term specified in the Licence Agreement.

All rights not expressly granted are reserved by the Licensor. See Copyright.

3. Restrictions

The Licensee will not, and will not permit any User or third party to:

  1. Copy, reproduce, redistribute, host as a service for third parties, sublicense, sell, rent, lease, lend, or otherwise transfer the Software, in whole or in part;
  2. Modify, adapt, translate, port, or create derivative works of the Software;
  3. Reverse-engineer, decompile, disassemble, or attempt to derive the source code (except to the limited extent expressly permitted by applicable law notwithstanding this restriction);
  4. Use the Software to build, train, evaluate, or improve a competing product, service, machine-learning model, or large language model;
  5. Use the Marginalia name, logos, or trade dress except as expressly permitted in the Licence Agreement or for accurate factual reference;
  6. Remove or alter any copyright notice, proprietary marking, or version identifier;
  7. Use the Software to process data in violation of applicable law, including data-protection law;
  8. Allow access to the Software by individuals other than authorised Users; or
  9. Use the Software in any way prohibited by the Copyright notice.

4. Eligibility and accounts

Users must be of legal age and have authority to bind the Licensee where applicable. The Licensee is responsible for maintaining the confidentiality of credentials, for all activity under its accounts, and for promptly notifying the Licensor of any unauthorised access. Sharing accounts is prohibited. Identifying information provided at registration must be accurate and kept current.

5. Customer Data

As between the parties, the Licensee retains all right, title, and interest in and to Customer Data. The Licensee is solely responsible for the lawfulness, accuracy, integrity, and appropriateness of Customer Data, including any personal information it contains. The Software is designed to be self-hosted; the Licensor does not have access to the Licensee's production database, application logs, server memory, or Customer Data unless the Licensee voluntarily provides such access (e.g., during a support engagement). The Licensee is responsible for backups. See Privacy.

6. Updates and support

The Licensor may release updates, patches, and new versions at its discretion. Support terms are specified in the Licence Agreement and any separate Support Schedule. The Licensor may discontinue support for older versions on reasonable notice — discontinuation does not of itself terminate the Licensee's licence to continue using a Licensed version.

7. Confidentiality

Information about the Software's architecture, source code, algorithms, data model, security mechanisms, and unreleased features is the Licensor's confidential information and trade secret. The Licensor will treat any Customer Data to which it gains access as confidential, use it only to provide support, and not retain it beyond the duration of the support engagement absent the Licensee's written instruction. Confidentiality obligations survive termination.

8. Intellectual property

The Software is the exclusive intellectual property of the Licensor. If the Licensee provides feedback, the Licensor may use that feedback without restriction, compensation, or obligation. The Software ingests public Canadian federal legislation; those materials remain subject to the terms set by their respective publishers.

9. Compliance with law

The Licensee will use the Software in compliance with all applicable laws, including data-protection laws, export controls, and laws governing the Licensee's own industry. The Software is a tool to assist auditors and compliance professionals; its output is not a substitute for the Licensee's own professional judgment. The Software does not provide legal advice.

10. Warranties

The Licensor warrants that, for the term specified in the Licence Agreement, the Software will perform substantially in accordance with its documentation. The Licensee's sole remedy is, at the Licensor's option, repair or replacement, or refund of fees paid for the affected period.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OR DATA; COSTS OF SUBSTITUTE GOODS OR SERVICES; REGULATORY FINES; OR DAMAGES ARISING FROM CONCLUSIONS DRAWN BY THE LICENSEE OR ITS USERS FROM SOFTWARE OUTPUT.

The Licensor's aggregate liability will not exceed the amount paid by the Licensee for the Software in the twelve (12) months preceding the event giving rise to the claim. Nothing in this section limits liability for: payment obligations, indemnification obligations, IP infringement, breaches of confidentiality, gross negligence, wilful misconduct, or any liability that cannot be limited by law.

12. Indemnification

The Licensee will defend, indemnify, and hold harmless the Licensor from any third-party claim arising out of (i) the Licensee's or any User's use of the Software in violation of these Terms, the Licence Agreement, or applicable law; (ii) Customer Data, including any claim that Customer Data infringes a third party's rights or violates law; or (iii) any audit, regulatory filing, or business decision made by the Licensee using or relying on the Software.

13. Termination

Either party may terminate these Terms on written notice if the other party materially breaches and fails to cure within 30 days. The Licensor may terminate immediately on written notice if the Licensee fails to pay fees when due, misuses the Software in a way that creates material risk to the Licensor's rights, or becomes insolvent. On termination the Licensee will cease all use, uninstall and delete all copies, and certify in writing if requested.

14. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. The parties submit to the exclusive jurisdiction of the courts of Ontario. Before initiating litigation, the parties will attempt resolution through good-faith negotiation for at least 30 days and, if unsuccessful, through mediation under ADR Institute of Canada rules. Either party may seek injunctive relief without observing the pre-litigation steps where necessary to protect IP or confidential information.

15. Export control and sanctions

The Licensee will not export, re-export, or transfer the Software in violation of any export-control or sanctions regime, and will not make the Software available to any person on a relevant restricted-party list.

16. Changes to these Terms

The Licensor may update these Terms from time to time. Material changes will be communicated by email to the address on file, by an in-product notice, or by publication in the Software's documentation. Continued use after the effective date constitutes acceptance. If the Licensee objects to a material change, it may terminate within 30 days of the effective date and obtain a pro-rated refund.

17. Notices

Notices to the Licensor must be in writing and sent to [email protected]. Notices to the Licensee may be sent to the email on file for the Licensee's primary account contact.

18. General

These Terms together with the Licence Agreement, Copyright notice, and Privacy Policy constitute the entire agreement on the subject matter. In the event of conflict the order of precedence is: Licence Agreement, these Terms, Copyright, Privacy, then other documentation. Provisions held unenforceable are severed; failure to enforce a right is not a waiver; the Licensee may not assign without the Licensor's consent; the parties are independent contractors; neither party is liable for force-majeure delay. These Terms are in English; les parties ont demandé que cette entente et tout document s'y rapportant soient rédigés en anglais.

19. Contact

Questions: Patrick A. Mikkelsen · [email protected]

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