Contenido

  • DEFINICIONES
  • License Framework
  • Financial Terms
  • Confidencialidad
  • AI Usage and Restrictions
  • Service Availability, Updates, and Security
  • Reservation of Rights, Usage Limits, and Audits 
  • Warranties and Disclaimers 
  • Indemnification and Limitation of Liability 
  • Limitation Of Liability
  • Plazo y rescisión
  • Disposiciones generales 
  • INTELLIGENCE CORE LIBRARY
  • INTELLIGENCE CORE ANSWERS
  • Contacte con nosotros 

Intelligence Core GENERAL TERMS AND CONDITIONS

Last updated on October 15, 2026

This Agreement (together with the applicable Product Addendum attached hereto, Order Forms, and exhibits) is entered into between Mineral, Inc., a Mitratech Holdings, Inc. subsidiary and California corporation (“Mitratech” or “Company”), and the counterparty identified in the Order Form (“Partner”). Mitratech and Partner are each a “Party” and together the “Parties.” This Agreement governs Partner’s access to the Intelligence Core product(s) specified in the applicable Order Form, as further defined in the corresponding Product Addendum. 

1 DEFINITIONS

“Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) under this Agreement that is designated as confidential in writing or that a reasonable person, given the nature of the information or the circumstances of disclosure, would consider to be confidential and proprietary to the Disclosing Party. Confidential Information includes the non-public terms and conditions (including pricing and commercial terms) of this Agreement, Order Forms, exhibits, and schedules, though the mere existence of this Agreement shall not be considered Confidential Information. Without limiting the generality of the foregoing, Mitratech’s Confidential Information expressly includes all intellectual property and proprietary materials developed, owned, licensed, or deployed by Mitratech or its licensors, including but not limited to APIs, integration and implementation work product, software architectures, algorithms, data structures, and generative artificial intelligence tools, models, or training workflows. 

“Documentation” means the user instructions, release notes, manuals, and online help files generally made available by Mitratech regarding use of the applicable Software Services. 

“End User” means any individual authorized by a Client of Partner (or by Partner on its behalf) to access and use the Software Services, for whom access credentials have been provisioned. 

“End User Data” means any unprocessed data, information, or content provided, uploaded, or submitted to the Services by an End User (including individuals who access the Services through a Partner account) under the Agreement. End User Data does not include (a) Partner Data, or (b) any de-identified, aggregated, or anonymized usage data, system logs, telemetry, statistics, and metadata generated by the Services, which Mitratech may use for the purpose of maintaining, securing, and improving the Services.
 

“Error” means a failure of the Software Services to conform to its functional specifications in the Documentation that is reported by Partner to, and replicable by, Mitratech. 

“Force Majeure Event” means acts of God, strikes, lockouts, riots, acts of war or government, terrorism, Internet failure, earthquake, fire, or explosions. 

“IP Claim Against Mitratech” means a third-party suit or proceeding against Mitratech or its affiliate claiming that Partner Data or a Third-Party Application, used in connection with the Software Services, misappropriates a third party’s patent, trademark, trade secret, or copyright. 

“IP Claim Against Partner” means a third-party suit or proceeding against Partner or its affiliate claiming the Software Services or Licensed Content (used in unmodified form, in accordance with this Agreement, exclusive of the public Internet) infringes or misappropriates a third party’s patent, trademark, trade secret, or copyright. Excludes claims arising from Partner’s modification/truncation of Content, display on unauthorized domains, or combination with third-party materials not provided by Mitratech. 

“Internal Purposes” means use by Partner’s employees and authorized contractors solely for Partner’s internal business operations, including display of Licensed Content to End Users as part of Partner’s service delivery — provided such use does not result in the Content being indexed by public search engines or used by a third party for independent commercial resale or development. 

“Licensed Content” means all information, data, text, software, and other material to which Partner is provided access by Mitratech through the Software Services, provided solely for the purposes set out in the applicable Product Addendum, in its original, unmodified format unless expressly permitted otherwise. Excludes Partner Data and any Partner-modified, edited, truncated, or summarized materials. 

“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other code, files, scripts, agents, or programs intended to harm software. A component that merely prevents Partner from exceeding a subscribed quantity is not Malicious Code. 

“Order Form” means the document(s) mutually executed by the Parties that incorporate this Agreement by reference and state order-specific terms (Software Services ordered, license scope, user types, fees). 

“Partner Data” means any unprocessed data and information Partner provides, transfers, or makes available to Mitratech under the Agreement. Partner Data does not include information regarding the number of logins or logouts involving the Software Services, the number of records created or stored in the Software Services, the Software Service standard features being used, and user click patterns within the Software Services, or any other de-identified, aggregated, or anonymized usage data, statistics, and metadata generated by the Software Services, provided such data is used for the purpose of improving the user experience, informing enhancements to the Software Services, and increasing the efficiency of the Software Services. 

“Services” means collectively, the Software Services, maintenance, and professional services. 

“Software Services” means collectively, Core Library and Core Answers as defined in the applicable Product Addendum. 

“Third-Party Application” means a software solution or service provided by Partner or a third party that integrates or operates with the Software Services. 

“Unused Prepaid Fees” means the portion of fees Partner has paid that corresponds to a period of performance that has not yet occurred (e.g., three of twelve prepaid months if a refund trigger occurs at the start of month nine). 

“Updates” means a modification or version of the Software Services that Mitratech makes generally available as maintenance, including bug fixes, security fixes, patches, Error corrections, and minor performance enhancements. 

“Workflow” means an automated series of processes created by Partner for a specific purpose, authorized through a single ID and unlocked via a Mitratech-issued license key. Partner may deactivate and replace a Workflow without additional license fees. 

Additional defined terms specific to a single product (e.g., “Authorized Domain,” “Authorized Application,” “Embedded Tools,” “Embedded Content,” “Response,” and “MCP Server Connections”) are defined in the applicable Product Addendum. 

2. License Framework

Subject to the restrictions in this Agreement, the applicable Product Addendum, and timely payment of fees, Mitratech grants Partner a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Software Services solely as, and for the purposes, described in the applicable Product Addendum. All rights not expressly granted are reserved by Mitratech and its licensors. “Non-transferable” means Partner may not sell, rent, load, give, sublicense, or otherwise transfer to any third party the Licensed Content or the right to use it, except as expressly permitted. 

2.1 License Restrictions. Partner shall not, and shall require by binding written agreement that its Clients and End Users shall not, directly or indirectly: 

2.1.1. Truncate, summarize, create derivative works of, or alter the wording, sequence, structure, or visual appearance of Licensed Content except as expressly permitted by Mitratech or the applicable Product Addendum; 

2.1.2. Modify or edit Licensed Content in a manner not explicitly authorized, subject to the limited template/placeholder and (where applicable) Response-styling exceptions in the applicable Product Addendum; 

2.1.3. Make any modification to Licensed Content or templates that would render it non-compliant with law, infringe Mitratech’s rights, or disparage Mitratech’s commercial reputation; 

2.1.4. Copy, frame, or mirror any part of the Software Services or Licensed Content other than through the authorized integration method set out in the applicable Product Addendum; 

2.1.5. Disclose or publish, without Mitratech’s prior written consent, performance, capacity, or benchmark-testing results; 

2.1.6. Remove, obscure, or alter any copyright, trademark, attribution, “Powered by” branding, hyperlink, or proprietary-rights notice; 

2.1.7. Decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code, algorithms, or architecture of the Software Services; 

2.1.8. Use an automated tool, spider, crawler, or bot to scrape, index, harvest, or mass-download Licensed Content; 

2.1.9. Use the Software Services to store or transmit Malicious Code, or material violating law or third-party rights; or 

2.1.10. Otherwise use or copy the Software Services, Documentation, or Licensed Content except as expressly permitted. 

Additional product-specific restrictions shall be set out in the applicable Product Addendum. 

2.2 Unauthorized Modifications. If Partner creates an unauthorized modification of Licensed Content, Partner (i) grants Mitratech a perpetual, irrevocable, royalty-free, worldwide license to use, host, process, and analyze such modification to improve Mitratech’s algorithms and service delivery, and (ii) represents that the modification complies with applicable law. Indemnification obligations related to unauthorized modifications are set out in Section 9 below and, where applicable, the Product Addendum. 

2.3 Feedback. Partner irrevocably assigns to Mitratech all right, title, and interest in any suggestions, ideas, enhancement requests, or other feedback relating to the Services (“Feedback”). Mitratech may use, disclose, reproduce, license, distribute, and commercialize Feedback without restriction, attribution, or payment to Partner. 

2.4 Removal and Replacement of Licensed Content. If Partner receives notice, or otherwise becomes aware, that Licensed Content is subject to an actual or threatened third-party claim, or Mitratech determines in its reasonable discretion that removal is necessary to manage legal or business risk, Partner shall remove the Licensed Content from all Partner systems within 48 hours of notice and cease further use at its own expense. As Partner’s sole and exclusive remedy, Mitratech will provide comparable replacement Licensed Content at no additional charge, governed by this Agreement. 

Financial Terms

3.1 Fees and Excess Usage. Fees are determined by the capacity limits (including specified numbers of End Users, Authorized Domains, and/or workflows) set forth in the applicable Order Form. All payment obligations are non-cancelable, and fees paid are non-refundable. Fees are based on the contracted quantities purchased rather than actual usage. In the event Partner’s actual usage exceeds the licensed quantities, Mitratech reserves the right to bill Partner, and Partner agrees to pay for such excess usage at Mitratech’s then-current standard rates (or as otherwise specified in the Order Form) for the remainder of the applicable term. Quantities purchased cannot be decreased during a term. 

3.2 Invoicing and Payment. All amounts payable under this Agreement shall be paid without setoff or counterclaim and without any deduction or withholding. Payment of fees shall be in accordance with the billing frequency provided on the Order Form. Unless otherwise expressly provided on an Order Form, fees are due within thirty (30) days from receipt of the invoice. Partner is responsible for providing complete and accurate billing and contact information to Mitratech and notifying Mitratech of any changes to such information. 

3.3 Billing Frequency 

3.3.1. For monthly billing, Mitratech shall invoice Partner the fees on a pre-paid monthly basis on the first day of the Term and thereafter on the first day of the calendar month during the Term.  

3.3.2. For quarterly billing, Mitratech shall invoice Partner the fees on a pre-paid quarterly basis on the first day of the Subscription Term and thereafter on the first day of each calendar quarter during the Order Form Term. After the first invoice, Mitratech shall invoice Partner for the fees and any overages or underpaid Subscription fees for periodic counts attributable to the previous quarter, which shall immediately accrue and be due and payable. 

3.3.3. For a Pre-Paid Annual Billing Frequency, Mitratech shall invoice Partner the fees on a pre-paid annual basis on the first day of the Subscription Term and thereafter on the first day of each annual period during the Order Form Term. After the first invoice, Mitratech shall invoice Partner for the fees and any overages or underpaid subscription fees for periodic counts attributable to the previous annual period, which shall immediately accrue and be due and payable. 

3.3.4. If an undisputed invoice remains unpaid after the due date, Mitratech will provide Partner with written notice of non-payment. Any such invoice not paid by the due date shall automatically accrue interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, calculated daily from the due date until paid in full. If Partner fails to pay the outstanding undisputed amount within ten (10) business days following receipt of notice (the “Cure Period”), Mitratech may, without limiting its other rights or remedies, suspend access to the Software Services. 

3.4 Late Payment. Undisputed invoices unpaid past the due date accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), calculated daily. If Partner fails to pay an undisputed amount within 10 business days after notice of non-payment (the “Cure Period”), Mitratech may suspend access to the Software Services without limiting its other remedies. 

3.5 Price Changes. Fees for the Software Services during the Initial Term shall be as set forth in the applicable Order Form, including any scheduled annual fee adjustments specified therein. For any Renewal Term, Mitratech reserves the right to modify the fees for the Software Services prior to the expiration of the then-current Initial Term or Renewal Term. 

3.6 Taxes. All fees are net of and exclude any applicable taxes, duties, or withholdings (excluding taxes on Mitratech’s net income). Partner is responsible for paying all sales, use, value-added, or similar taxes (“Taxes”) unless Partner provides a valid exemption certificate within thirty (30) days of the Order Form Effective Date. If Partner is required by law to withhold or deduct any Tax, Partner shall gross up payment so Mitratech receives the full contracted fee amount. Mitratech’s failure to include Taxes on an invoice does not waive Partner’s payment obligation under this Section. 

4 Confidentiality

4.1 Protection and Use. The Receiving Party shall protect, and shall ensure that its employees, directors, officers, agents, and contractors protect, the Disclosing Party’s Confidential Information from unauthorized access, use, or disclosure. The Receiving Party shall exercise the same degree of care it uses to protect its own Confidential Information of like nature, but in no event less than a reasonable degree of care. The Receiving Party shall not use or disclose the Disclosing’s Party’s Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement. 

4.2 Permitted Disclosures. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party without prior written consent, except that the Receiving Party may disclose Confidential Information (including the terms of this Agreement) to its legal, financial, and tax advisors, as well as actual or potential successors-in-interest, acquirers, or investors, provided such recipients are bound by professional duties or written obligations of confidentiality at least as restrictive as those contained herein. The Receiving Party may also disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or valid order of a court or governmental agency; provided that, unless prohibited by law, the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure so the Disclosing Party may seek a protective order or other appropriate remedy. 

4.3 Duration. The Receiving Party’s obligations of confidentiality and non-disclosure under this Agreement shall survive termination or expiration of this Agreement and continue for a period of five (5) years thereafter. Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for as long as such information remains a trade secret. 

5 AI Usage Restrictions

Partner shall not use, and shall not permit any third party to use, Licensed Content to train, fine-tune, test, or improve any AI/ML model, Large Language Model, or generative-AI tool, including via Retrieval-Augmented Generation architectures or vector-database indexing of full-text Licensed Content, except as expressly permitted in the applicable Product Addendum. Unauthorized ingestion of Licensed Content into an AI system is a material breach of this Agreement. Limited carve-outs specific to the products shall be set out in the applicable Product Addendum. 

6. Service Availability, Updates, and Security

6.1 Service Availability. Mitratech shall use commercially reasonable efforts to make the Software Services available twenty-four (24) hours a day, seven (7) days a week, excluding Excluded Downtime (as outlined below). Mitratech shall not be liable or responsible for any service unavailability resulting from scheduled maintenance for which Mitratech provides advance notice (via the Software Services or email) at least twenty-four (24) hours in advance. Mitratech will make reasonable efforts to schedule planned downtime during weekend hours (between Friday at 6:00 p.m. Central Time and Sunday at 2:00 p.m. Central Time). Outages or performance disruptions caused by emergency security measures or events beyond Mitratech’s reasonable control, including a Force Majeure Event. Upon the occurrence of a Force Majeure Event that affects availability, Mitratech will execute its business continuity and disaster recovery plans to restore accessibility. 

6.2 Updates. Mitratech may continuously update, enhance, modify, discontinue, or deprecate any part of the Software Services, features, functionality, or Licensed Content; provided, however, that no such modification shall result in a material degradation of the core functionality of the Software Services during the then-current Term. Subject to the foregoing, Mitratech will use commercially reasonable efforts to notify Partner in advance of any material deprecation or replacement of core features or functionality. Continued access to or use of the Software Services following any such modification constitutes acceptance of the modified Services. 

6.3 Security Incident Notification. Either Party shall promptly notify the other upon discovering or reasonably suspecting any security incident, unauthorized access, or data privacy breach impacting the Software Services or Licensed Content. Without limiting the generality of the foregoing, Partner agrees to notify Mitratech immediately (and in no event later than forty-eight (48) hours) after becoming aware of any actual or suspected security incident or compromised credentials involving the Software Services, so that Mitratech may activate its incident response procedures. 

6.4 Data Protection 

6.4.1. Data Roles and Scope. To the extent Partner Data or End User queries contain personal data, Partner is the data controller (or “business”) and Mitratech acts as a data processor (or “service provider”) under applicable data privacy laws. Partner is solely responsible for the legality, quality, and authorization to submit any prompts, queries, or data through the service interface. 

6.4.2. Ephemeral Processing and Storage Limits. Mitratech provides the Software Services as a read-only, query-and-answer service. Mitratech does not ingest, copy, or retain Partner Data, End User queries, or submitted content beyond what is strictly necessary to process the request in real time, deliver grounded answers, and maintain system performance, security, and logging. Mitratech shall not use Partner Data or End User queries to train, fine-tune, or improve any public or third-party artificial intelligence or machine learning models. 

6.4.3. Information Security Safeguards. Mitratech shall maintain appropriate administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Partner Data in transit and during processing, as further detailed in Mitratech’s security documentation and third-party audit reports (e.g., SOC 2 summaries). 

6.4.4. Access and Connectivity. Access to the Service Interface is restricted to authorized Partner client connections. Partner is solely responsible for managing its API keys/credentials, ensuring secure network connectivity, and configuring its native AI/chat interface to securely communicate with Mitratech’s interface. 

7 Reservation of Rights, Usage Limits, and Audits 

7.1 All rights in the Services and Content not expressly granted are reserved by Mitratech and its licensors. Usage limits (Authorized Domains, Authorized Applications, Workflows, or other metrics), verification/certification obligations, and audit rights not addressed in this clause shall be set out in the Product Addendum when applicable. 

7.2 Mitratech may monitor, compile, and use Software Services usage metrics to verify compliance and improve the Service, and may make aggregated, non-identifying statistics public. Mitratech may also access the Software Services, or request satisfactory proof of usage and URL placement, to validate license-quantity compliance and the “no-edit” / “publish-only” restrictions. 

7.3 During the Term and for one year after, Partner (or its independent auditor), on at least 30 days’ written notice and no more than once per 12-month period, may inspect and audit Mitratech’s records directly related to this Agreement, conducted virtually during business hours at Partner’s own cost. All information obtained is Mitratech’s confidential information. 

7.4 Mitratech may audit Partner’s access/use of the Services at any time and suspend or terminate access without advance notice for noncompliance. On written request, Partner must complete a certification of subscriptions used and pay any underpaid fees revealed. On a Partner corporate reorganization, merger, or acquisition, Partner must notify Mitratech and complete an audit form within 30 days. Failure to comply is a material breach and may result in suspension, termination, or a unit-price increase of up to 25% on future invoices. 

8 Warranties and Disclaimers 

8.1 Informational Purposes Disclaimer. The Licensed Content is provided solely for general informational purposes and does not constitute legal, HR, financial, or other professional advice. Mitratech is not a law firm, does not engage in the practice of law, and Partner’s access to or use of the Licensed Content does not create an attorney-client relationship. Mitratech makes no representations or warranties that the Licensed Content is complete, accurate, or up to date. Partner shall ensure that any webpage, portal, or user interface featuring or embedding the Licensed Content displays a prominent and conspicuous disclaimer, at least as restrictive as this Section, notifying End Users that the content is provided for informational purposes only and does not constitute professional or legal advice. Partner assumes full and sole responsibility for any third-party or End User claims, liabilities, damages, or expenses arising out of an End User’s reliance on the Licensed Content where Partner failed to include the conspicuous disclaimer required under this Section 8.1. 

8.2 Integration and Data-Accuracy Disclaimer. Partner shall be solely responsible for: (i) the proper configuration, execution, and ongoing maintenance of all API calls and integrations required to interface with the Software Services; and (ii) ensuring all transmitted content and data are accurate, current, and properly formatted. Mitratech shall not be liable for, and Partner hereby waives any claims arising out of, any service interruptions, data inaccuracies, security failures, or performance degradations caused by Partner’s failure to maintain current data, execute necessary API calls, or support required technical integrations. Any service downtime or performance issues resulting from Partner’s API or integration failures shall not constitute a breach of this Agreement by Mitratech nor qualify for any remedies or credits under any applicable service level commitments. 

8.3 Mitratech’s Warranties. Mitratech warrants that (i) it will provide Services in a manner consistent with industry standards reasonably applicable to the provision thereof, (ii) the Software Services do not infringe any intellectual property rights of any third party, and (iii) the Software Services will materially conform to the applicable Documentation. Subject to the indemnification obligations set forth in Section 9, Partner’s sole and exclusive remedy for breach of warranty (iii) in the prior sentence is to terminate this Agreement under Section 11 and to receive a refund of Unused Prepaid Fees. 

8.4 Additional Disclaimers. ALL LICENSED CONTENT, SOFTWARE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. MITRATECH AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR THAT ANY AVAILABLE CONTENT OR GENERATED ANSWERS WILL BE ERROR-FREE OR SUITABLE FOR PARTNER’S OR ITS END USERS’ SPECIFIC LEGAL, COMPLIANCE, OR BUSINESS REQUIREMENTS. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

9 Indemnification and Limitation of Liability 

9.1 Indemnification by Mitratech. Mitratech shall defend, at its sole expense, any third-party claim, suit, or proceeding brought against Partner alleging that Partner’s authorized use of the Software Services in accordance with this Agreement infringes or misappropriates any third-party patent, copyright, trademark, or trade secret (an “IP Claim”). Mitratech shall indemnify and hold Partner harmless against all damages, liabilities, losses, costs, and reasonable attorneys’ fees finally awarded against Partner by a court of competent jurisdiction, or agreed to in a written monetary settlement approved in writing by Mitratech, resulting from such IP Claim. Mitratech’s obligations under this Section 9.1 are conditioned upon Partner: (i) giving Mitratech prompt written notice of the IP Claim (provided that failure to give prompt notice shall only relieve Mitratech of its obligations to the extent its defense is materially prejudiced thereby); (ii) granting Mitratech sole control of the defense and settlement of the IP Claim (provided Mitratech shall not settle any claim that admits liability on behalf of Partner without Partner’s prior written consent, not to be unreasonably withheld, conditioned, or delayed); (iii) providing Mitratech, at Mitratech’s expense, with reasonable assistance and cooperation in connection with the defense; (iv) refraining from making any admissions or settling the IP Claim without Mitratech’s prior written consent; and (v) being current on all fee and payment obligations for the Software Services at issue. 

9.2 Exclusions. Mitratech shall have no obligation or liability under Section 9.1 for any IP Claim to the extent arising from or related to: (i) any modification, alteration, or editing of the Licensed Content or Software Services by Partner or any third party (other than as expressly authorized by Mitratech); (ii) the combination, operation, or use of the Software Services, Service Interface, or Licensed Content with software, applications, platforms, data, AI models, or content not provided or expressly approved by Mitratech; (iii) Partner’s failure to implement or use a non-infringing update, modification, or replacement solution provided by Mitratech at no additional cost; or (iv) Partner’s use of the Software Services or Licensed Content in breach of this Agreement or outside the scope of the licenses granted herein. 

9.3 Mitratech’s Exclusive Remedy. If the Software Services, Service Interface, or Licensed Content become, or in Mitratech’s reasonable opinion are likely to become, the subject of an IP Claim, Mitratech may, in its discretion and at its sole expense: (i) procure for Partner the right to continue using and accessing the Software Services or Licensed Content pursuant to this Agreement; (ii) modify or replace the infringing material so that it becomes non-infringing, provided such modification does not materially degrade the core functionality of the Software Services; or (iii) if remedies (i) and (ii) are not commercially practicable, terminate the applicable Order Form or subscription upon at least thirty (30) days’ written notice and refund to Partner any prepaid, unearned fees calculated on a pro-rata basis for the remaining portion of the then-current Term. 

9.4 Indemnification by Partner. Partner shall defend, indemnify, and hold harmless Mitratech, its affiliates, and their respective officers, directors, employees, and agents from and against all third-party claims, suits, actions, regulatory enforcement proceedings, liabilities, losses, damages, regulatory fines, and costs (including reasonable attorneys’ fees) finally awarded against Mitratech or agreed to in a written monetary settlement approved by Partner, arising out of or related to: (i) any violation by Partner or its End Users of the AI model training restrictions, LLM ingestion prohibitions, or template modification rules in this Agreement; (ii) any unauthorized leak, disclosure, or ingestion of Licensed Content into open-source datasets, third-party AI models, or public web scrapers through Partner’s systems or integrations; (iii) any unauthorized modification, truncation, editing, or misrepresentation of Licensed Content or generated answers published on Partner’s applications, webpages, or user interfaces; or (iv) allegations that Partner Data or third-party applications integrated by Partner infringe, misappropriate, or violate a third party’s intellectual property, privacy, or proprietary rights. Partner’s obligations under this Section are conditioned upon Mitratech: (a) providing prompt written notice of the claim to Partner (provided that failure to give prompt notice shall only relieve Partner of its obligations to the extent its defense is materially prejudiced thereby); (b) granting Partner sole control of the defense and settlement of the claim (provided Partner shall not settle any claim that admits liability or imposes injunctive relief on Mitratech without Mitratech’s prior written consent); and (c) providing Partner, at Partner’s expense, with reasonable assistance and cooperation in connection with the defense. Partner shall have no obligation under clause (iv) above to the extent the underlying claim arises solely from the Software Services, Service Interface, or Licensed Content as provided by Mitratech, independent of Partner Data or third-party applications. 

 9.5 Mutual Sole and Exclusive Remedy. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS SECTION 9 STATES EACH PARTY’S ENTIRE LIABILITY AND OBLIGATION, AND EACH PARTY’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY ACTUAL OR ALLEGED THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT, MISAPPROPRIATION, OR RELATED REGULATORY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 

10. Limitation Of Liability

10.1 GENERAL CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR A PARTY’S INTENTIONAL MISCONDUCT OR FRAUD, THE AGGREGATE LIABILITY OF EITHER PARTY (TOGETHER WITH ITS AFFILIATES) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO MITRATECH UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION 10.1 SHALL NOT APPLY TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; OR (B) PARTNER’S OBLIGATION TO PAY APPLICABLE FEES DUE UNDER THIS AGREEMENT. 

 

10.2 EXCLUSION OF CONSEQUENTIAL AND INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR A PARTY’S INTENTIONAL MISCONDUCT OR FRAUD, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OR REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION 10.2 SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OR CONFIDENTIALITY OBLIGATIONS HEREUNDER. THIS SECTION SHALL SURVIVE THE EXPIRATION, TERMINATION, OR FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 

11. Term and Termination

11.1 Term. The Software Services subscription starts on the date specified in the Order Form and continues through the end of the initial term set forth in the Order Form (“Initial Term”). If no start date is specified in the Order Form, then the subscription starts on date Mitratech grants Partner access to the Software Services under that Order Form. FOLLOWING THE EXPIRATION OF THE INITIAL TERM, THE SOFTWARE SERVICES SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR THE DURATION SPECIFIED IN THE APPLICABLE ORDER FORM, OR FOR SUCCESSIVE ONE-YEAR (1-YEAR) TERMS IF NO DURATION IS SPECIFIED (EACH, A “RENEWAL TERM”), UNLESS EITHER PARTY PROVIDES WRITTEN NOTICE OF NON-RENEWAL TO THE OTHER PARTY AT LEAST SIXTY (60) DAYS PRIOR TO THE END OF THE INITIAL TERM OR THE THEN-CURRENT RENEWAL TERM. THE “TERM” OF THIS AGREEMENT MEANS THE INITIAL TERM TOGETHER WITH ANY RENEWAL TERMS. 

 

11.2 Termination Rights. Either Party may terminate this Agreement (or any applicable Order Form), in whole or in part, immediately upon written notice to the other Party if:  

11.2.1 the other Party commits a material breach of this Agreement that is non-remediable, or fails to cure a remediable material breach (or provide a mutually acceptable written remedial plan) within thirty (30) days after receiving written notice specifying such breach; or  

11.2.2 the other Party (i) institutes or has instituted against it any proceeding under the United States Bankruptcy Code or similar state or federal insolvency laws, which proceeding is not dismissed or stayed within thirty (30) calendar days after filing; (ii) makes a general assignment for the benefit of creditors; (iii) becomes insolvent or admits in writing its inability to pay its debts as they mature; or (iv) applies for or consents to the appointment of a receiver, trustee, liquidator, or custodian for itself or a substantial part of its property. 

 

11.3 Effect of Termination. Upon any termination or expiration of this Agreement, all rights, licenses, and access granted to Partner regarding the Software Services, Licensed Content, and Documentation shall immediately cease and be relinquished. Partner shall immediately discontinue all display of Licensed Content, remove all API keys, integration endpoints, and Service Interface connections from its software applications and webpages, and purge or destroy any cached or stored copies of Licensed Content or Documentation. Expiration or termination of this Agreement for any reason shall not excuse or discharge Partner’s obligation to pay in full any accrued fees, outstanding invoices, or remaining payment obligations under the Agreement or any applicable Order Form. 

11.4 Destruction. Within thirty (30) days after termination or expiration of this Agreement, Partner shall provide Mitratech with a written Certificate of Destruction signed by an authorized officer certifying deletion. Partner expressly acknowledges and agrees that Mitratech may remotely disable, revoke, or deactivate any API keys, access credentials, or Service Interface connections upon or after the effective date of termination to enforce the immediate cessation of Licensed Content access and display. 

12 General Provisions 

12.1 Publicity. Subject to Partner’s prior written consent (which may be provided via email), Mitratech may confirm Partner is a customer of Mitratech, may include Partner’s name on Mitratech’s website, and is authorized to include Partner’s name and/or logo in Mitratech’s sales presentations. Nothing in this Agreement shall be construed to grant either party any right, title or interest in the name or logo of the other party beyond that granted herein. 

12.2 Assignment. Neither Party may assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, upon written notice to the other Party but without requiring consent, to an affiliate or subsidiary or a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or voting securities. Any attempted assignment, transfer, or delegation in violation of this Section shall be null and void. 

12.3 Notices. All formal legal notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or registered mail (return receipt requested) to the physical address of the Party set forth in this Agreement or designated in writing. Such physical notices are deemed given upon receipt or delivery confirmation. Notwithstanding the foregoing, notices regarding termination, non-payment, service updates, or operational matters may be delivered via email to the receiving Party’s then-current primary account manager, billing contact, or any other notice contact provided by a Party in writing. Any permitted email notice shall be deemed received on the calendar day it is sent, provided no automated message indicating delivery failure or invalid recipient is received by the sending Party. 

12.4 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party is granted any right or authority to assume or create any obligation or liability, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any respect whatsoever. 

12.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified, reformed, or interpreted to the minimum extent necessary to make it valid, legal, and enforceable while preserving as closely as possible the original commercial intent of the Parties. The invalidity, illegality, or unenforceability of any such provision shall not affect, impair, or invalidate any other provision of this Agreement, and all remaining provisions shall remain in full force and effect. 

12.6 Survival. Sections 4 (Confidentiality), 5 (AI Usage), 8 (Warranties), 9 (Indemnification), 10 (Liability) and 11 (Termination) survive termination or expiration. 

12.7 No Waiver. The rights and remedies herein provided are cumulative and none are exclusive of any other rights and remedies in this contract or that any party may otherwise have at law or in equity. Failure, neglect, or delay by a party to enforce the provisions of the Agreement or its rights or remedies at any time shall not be construed and shall not be deemed to be a waiver of such party’s rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Agreement or prejudice such party’s right to take subsequent action. 

12.8 Entire Agreement. This Agreement, its addenda, and Order Forms constitute the Parties’ entire agreement and supersede prior communications. All pre-printed terms of any purchase order or other business processing document shall have no effect. If an Order Form conflicts with the Agreement, the Order Form shall prevail. Mitratech reserves the right to update the terms in this Agreement from time to time, however, any modification to the terms of this Agreement shall only be binding upon Partner upon renewal or the signing of a new Order Form or amendment.  

12.9 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties, their successors, and permitted assigns and does not confer any rights or benefits on any third party, including any employee of a party, any Partner of a party, or any employee of a Partner of a party. 

12.10 Anti-Corruption Compliance. Each Party shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption, including the U.S. Foreign Corrupt Practices Act (FCPA). Neither Party shall engage in any activity, practice, or conduct that would constitute an offense under applicable anti-corruption laws. Each Party covenants that it, and shall ensure that its employees, agents, representatives, and subcontractors do not, directly or indirectly, offer, promise, give, solicit, or receive any bribe, kickback, or improper benefit/inducement in connection with this Agreement or the Software Services. Any breach of this provision shall be deemed a material breach of this Agreement. 

12.11 Injunctive Relief. Each Party acknowledges and agrees that a material breach or threatened breach by such Party of its obligations under Section 4 (Confidentiality) or Section 2 (Software Services Scope and Restrictions) may cause the non-breaching Party irreparable harm for which monetary damages alone would provide an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the non-breaching Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance from any court of competent jurisdiction to prevent or restrain such breach, in addition to any other remedies available at law or in equity. Each Party retains the right to contest the granting of such relief, and nothing herein shall waive any requirement under applicable rules of civil procedure for the posting of a bond or security. 

12.12 Headings and Drafting. The section headings in this Agreement are included solely for convenience and shall not be used to interpret, construe, or limit the provisions hereof. The Parties acknowledge that they have been provided a full and fair opportunity to consult with legal counsel prior to signing this Agreement and that any choice not to retain legal counsel was made at the Party’s sole discretion and volition. The Parties further represent and warrant that they are entering into this Agreement knowingly, voluntarily, and with full authority to bind their respective organizations. 

12.13 Counterparts. This Agreement and any associated Order Form or amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same legal instrument. Delivery of an executed signature page by facsimile, PDF scan, or electronic signature service (such as DocuSign, Adobe Sign, or other recognized electronic signature platform) shall be as effective and legally binding as delivery of a manually executed original signature page. 

12.14 Governing Law and Venue: This Agreement and all disputes arising out of or in any way related to this Agreement or the relationship between the Parties shall be governed by and construed in accordance with the laws of the State of Texas and the federal laws of the United States, without giving effect to any conflict of laws principles that would apply the substantive laws of another jurisdiction. The application of the 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The Parties irrevocably agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Travis County, Texas, and each Party hereby irrevocably submits to the personal jurisdiction and venue thereof. 

12.15 Export Compliance: The Software Services, Service Interface, Licensed Content, and Documentation are subject to U.S. export control laws and regulations administered by OFAC and the U.S. Department of Commerce. Each Party represents that it is not named on any U.S. government denied-party list, and Partner agrees not to access or use, nor permit any End User or third party to access, query, or use the Software Services or Licensed Content from or within any U.S.-embargoed country or territory (including Cuba, Iran, North Korea, Syria, and the embargoed regions of Ukraine) or in violation of any applicable U.S. trade sanction, export control law, or regulation. 

12.16 Product Addendums. In addition to the terms listed in this Agreement, if any of the following Product Addendums are referenced on the Order Form between the Parties, their terms shall apply and form part of the Agreement.  

  • INTELLIGENCE CORE LIBRARY 
  • INTELLIGENCE CORE ANSWERS 

INTELLIGENCE CORE LIBRARY 

This Addendum applies only where the Order Form specifies Intelligence Core Library. It supplements and, where inconsistent, controls over the General Terms and Conditions with respect to the Core Library product. 

  1. 1. Product Description and Additional Definitions. Intelligence Core Library is a hosted content-licensing product: Partner uses Mitratech’s APIs to retrieve Licensed Content and displays it, unmodified, on approved Partner web properties using Mitratech-provided embed tooling.

“Authorized Domain” means any specific non-public internal website URL or web property owned, operated, or controlled by Partner that is registered and approved within the Platform for displaying Licensed Content. 

“Embedded Tools” means the proprietary code provided by Mitratech to enable integration of Licensed Content into an Authorized Domain. 

“Embedded Content” means the specific instance of Licensed Content as rendered on an Authorized Domain via the Embedded Tools. 

“Core Library” means Mitratech’s proprietary APIs (including associated Documentation and SDKs) made available to Partner through Embedded Tools, for Partner to make API calls to retrieve and display Licensed Content listed on an Order Form. 

  1. 2. License Grant and Restrictions. Mitratech grants Partner the right to use and access the Core Library and to use, display, and process Licensed Content on Authorized Domains for Partner’s internal business purposes. Any white-labeling, public distribution, or use of Licensed Content to train, fine-tune, or develop AI/ML models is strictly prohibited. The Core Library is solely a delivery mechanism and confers no ownership or independent usage rights in the underlying Licensed Content.

In addition to the baseline restrictions in Section 2.1 of the General Terms and Conditions, Partner shall not: 

2.1 Extract Licensed Content (or any part of it) for the purpose of creating a competing content library; 

2.2 Use the Licensed Content, or derivatives of it, to train, fine-tune, or test any machine-learning or AI model; or 

2.3 Use the Licensed Content within any closed-loop AI system, RAG architecture, or internal search-and-summarization tool, except as permitted under Section 5 below. 

Partner and its End Users may modify only specific text placeholders within designated templates and policy documents, solely for internal employee use. The “Mitratech” or “Mineral Powered by Mitratech” trademark must remain on all Licensed Content; Partner’s own trademarks may be added alongside, but not in place of, Mitratech’s marks. If Partner makes a permitted modification, Partner must ensure it remains legally compliant and shall indemnify Mitratech against third-party claims arising from Partner’s modifications. 

  1. 3. Content Disclaimer and Reporting. The Licensed Content is provided solely for general informational purposes and does not constitute legal, HR, financial, or other professional advice. Mitratech is not a law firm, does not engage in the practice of law, and Partner’s access to or use of the Licensed Content does not create an attorney-client relationship. Mitratech makes no representations or warranties that the Licensed Content is complete, accurate, or up to date. Partner shall ensure that any webpage, portal, or user interface featuring or embedding the Licensed Content displays a prominent and conspicuous disclaimer, at least as restrictive as this Section, notifying End Users that the content is provided for informational purposes only and does not constitute professional or legal advice. Partner assumes full and sole responsibility for any third-party or End User claims, liabilities, damages, or expenses arising out of an End User’s reliance on the Licensed Content where Partner failed to include the conspicuous disclaimer required under this Section

Partner shall be solely responsible for: (i) the proper configuration, execution, and ongoing maintenance of all API calls and integrations required to interface with the Core Library; and (ii) ensuring all transmitted content and data are accurate, current, and properly formatted. Mitratech shall not be liable for, and Partner hereby waives any claims arising out of, any service interruptions, data inaccuracies, security failures, or performance degradations caused by Partner’s failure to maintain current data, execute necessary API calls, or support required technical integrations. Any service downtime or performance issues resulting from Partner’s API or integration failures shall not constitute a breach of this Agreement by Mitratech nor qualify for any remedies or credits under any applicable service level commitments. 

  1. 4. Usage Metrics, Term, and Fees. Fees are based on the number of Authorized Users, Authorized Domains, and/or Workflows specified on the Order Form (not actual usage). The Subscription Term begins on the Order Form start date (or the date access is granted) and continues through the Initial Term, automatically renewing for successive one-year Renewal Terms unless either Party gives 60 days’ written notice of non-renewal. Quantities cannot be decreased during a Term; if Partner reduces contracted quantities in a Renewal Term, Mitratech may adjust volume-based pricing accordingly.

Partner is licensed to display Licensed Content only on designated Authorized Domains and to connect to the Service Interface only through designated Authorized Applications; additional domains or applications require a written amendment and any applicable fees before activation. 

Subscription fees and baseline End User allocations are determined using the total number of “Employee Lives Covered” across Partner’s solutions as a utilization proxy. On written request, Partner must certify its current active End User accounts and aggregate Employee Lives Covered (or applicable tier range). 

5 Warranty Disclaimer. Except as expressly warranted in Section 8 of the General Terms and Conditions, Licensed Content is provided “AS IS.” 

INTELLIGENCE CORE ANSWERS 

This Addendum applies only where the Order Form specifies Intelligence Core Answers. It supplements and, where inconsistent, controls over the General Terms and Conditions with respect to the Core Answers product. 

  1. 1. Product Description and Additional Definitions. Intelligence Core Answers is a query-and-response product: Partner’s Authorized Application submits End User queries to Mitratech’s MCP Server Connection and receives a Mitratech-generated, citation-backed Response for display within that application. A Response synthesizes and cites Licensed Content in response to a specific query but is Mitratech’s own generated work product, not Licensed Content displayed in its original, unaltered form.

“Authorized Application” means the specific Partner-controlled software application, chat interface, or agent environment that has been registered and approved for connecting to the Service Interface as an authorized MCP client, for the purpose of submitting queries and receiving Responses. 

“Authorized Domain” means any specific non-public internal website URL or web property owned, operated, or controlled by the Partner that has been registered and approved within the platform interface for the purpose of displaying Licensed Content. 

“Core Answers” means Mitratech’s proprietary software offerings, including associated documentation, software development kits (SDKs), Licensed Content, and MCP Server Connections. 

“Response(s)” means the structured, citation-backed answer generated through the MCP Server Connections in reply to an End User query submitted via the Service Interface.  

“MCP Server Connections” means the technical infrastructure, Model Context Protocol (MCP) servers, endpoints, tools, resources, APIs, and connectivity protocols operated by or on behalf of Mitratech to facilitate the secure transmission, querying, retrieval, and integration of Licensed Content and Core Answers. 

2 License Grant and Restrictions. Mitratech grants Partner the license to (a) submit End User queries to the MCP Server Connection, (b) receive the resulting Responses, and (c) display and process Responses within the Authorized Application for Partner’s internal business purposes. This license governs Partner’s handling of Licensed Content and Responses as received and does not limit Mitratech’s own synthesis, summarization, citation, or structuring of Licensed Content in generating a Response. 

In addition to the baseline restrictions in Section 2.1 of the General Terms and Conditions, Partner shall not sell, rent, lease, license, sublicense, host, distribute, or transfer the Core Answers, Service Interface, Documentation, or Licensed Content, except that Partner may display Licensed Content on authorized, private, authenticated webpages via the approved Mitratech integration method. 

Partner, its clients, and End Users may (i) modify specific text placeholders within designated templates and policy documents solely for internal business use, and (ii) adjust the visual presentation, styling, or layout of a Response as rendered within the Authorized Application’s native UI, provided Partner does not alter, omit, or misattribute the substantive content, citations, or sourcing in the Response. 

3 AI Usage . Notwithstanding the AI Usage Restrictions in Section 5 of the General Terms and Conditions, routing of End User inquiries and the subsequent rendering of Answers via Mitratech’s authorized Intelligence Core Answers API does not constitute prohibited use, provided the process does not involve ingesting or storing Licensed Content to train non-Mitratech LLMs. Unauthorized ingestion of Content into an AI system is a material breach of the no-modification restrictions in this Addendum. 

Notwithstanding the AI Usage Restrictions in Section 5 of the General Terms and Conditions, Partner may index and use catalog metadata and taxonomy endpoints for routing, search, and navigation purposes within Partner’s UI, and the routing of End User inquiries and rendering of Responses via Mitratech’s authorized API is not a prohibited use, provided the process does not involve ingestion or storage of full-text Licensed Content to train, tune, or populate non-Mitratech LLMs or AI systems. Unauthorized ingestion or AI-model training using Licensed Content is a material breach of this Agreement. 

  1. 4. Data Protection and Query Processing

4.1 To the extent Partner Data or End User queries contain personal data, Partner is the data controller (or “business”) and Mitratech is the data processor (or “service provider”). Partner is solely responsible for the legality, quality, and authorization of any prompt, query, or data submitted. 

4.2 Mitratech provides the Core Answers as a read-only, query-and-answer service and does not ingest, copy, or retain Partner Data, End User queries, or submitted content beyond what is strictly necessary to process the request in real time, deliver grounded answers, and maintain system performance, security, and logging. Mitratech will not use Partner Data or End User queries to train, fine-tune, or improve any public or third-party AI/ML model. 

4.3 Mitratech maintains administrative, technical, and physical safeguards to protect Partner Data in transit and during processing, as further described in Mitratech’s security documentation and third-party audit reports (e.g., SOC 2 summaries). 

4.4 Partner is solely responsible for managing its API keys/credentials, ensuring secure network connectivity, and configuring its AI/chat interface to communicate securely with Mitratech’s interface. 

5 Usage Metrics, Authorization, and Audits 

5.1 Fee Metric: Subscription fees and baseline End User allocations are determined using the total number of “Employee Lives Covered” across Partner’s solutions as a utilization proxy. On written request, Partner must certify its current active End User accounts and aggregate Employee Lives Covered (or applicable tier range). 

5.2 Usage Limits: Partner’s use of the Service Interface may be subject to commercial limits (per the Order Form) and technical rate limits; Mitratech may throttle, suspend, or revoke access on notice (or immediately for security reasons) if it suspects circumvention or excessive query volume. 

5.3 Compliance Audits: On reasonable advance written notice, Mitratech may audit Partner’s and its Clients’ use of the Services and related usage reporting to verify compliance; if usage or Employee Lives Covered exceeds the contracted tier, Mitratech will invoice for the tier adjustment or excess fees, payable within 30 days.  

6 Warranty Disclaimers and Third-Party Clearances. All Licensed Content, the Core Answers, MCP Server Connections, and generated Responses (collectively, “Outputs”) are provided “AS IS” and “AS AVAILABLE.” Mitratech disclaims all warranties, express or implied, including any warranty that Outputs will be error-free or suitable for Partner’s or its End Users’ specific legal, compliance, or business requirements. 

Certain Licensed Content and materials synthesized within a Response may contain third-party proprietary elements. Except for the permitted Authorized Domain, Authorized Application, and native-UI-styling uses described above, if Partner modifies, adapts, extracts, or uses Licensed Content or Responses (or removes third-party citations/attributions) outside the scope of the applicable Order Form or Documentation, Partner is solely responsible for securing and paying for any necessary third-party licenses or clearances. 

7 Term and Termination . On termination or expiration, in addition to the requirements of Section 11 of the General Terms and Conditions, Partner shall remove all API keys, integration endpoints, and Service Interface connections from its applications and webpages, and purge or destroy any cached or stored copies of Licensed Content or Documentation. 

 

Contacte con nosotros 

Si tiene alguna pregunta o queja sobre esta Política de privacidad, no dude en ponerse en contacto con nosotros en:

Mitratech Holdings, Inc.

A la atención del Departamento Jurídico – Mitratech

13301 Galleria Circle Edificio B, Suite 200
Bee Cave, TX 78738

Teléfono: (+1) 888 784 7224

Correo electrónico: [email protected]

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