EFFECTIVE DATE: May 14, 2024
These Artificial Intelligence (AI) Terms and Conditions (“AI Terms”) govern your use of ARIES™ the AI Digital Assistant (ARIES™) product (“Product”) provided by Mineral, Inc., a Mitratech Holdings, Inc., subsidiary (“Mineral”). By accessing or using the Product, You agree to be bound by these AI Terms. If you do not agree with any part of these AI Terms, you may not use the Product.
- Acceptance of Terms.
By using the Product, you acknowledge that you have read, understood, and agree to be bound by these AI Terms and any additional terms and conditions provided by Mineral.
- Digital Assistant Description.
The Product is a proprietary artificial intelligence product developed by and offered by Mineral to its Client, that uses Natural Language Processing to answer HR compliance questions, leveraging Mineral’s content, in a chatbot style experience. The Product is only intended for use by Clients in the United States. The Product is not intended to be used by non-U.S. Clients. The Product does not use or source data from public websites or public databases. Instead, the Product’s output, results, and/or material generated are based on Mineral-owned content, information, material and data. The Product does not provide legal or tax advice: outputs and results generated by the Product should not be construed as legal or tax advice, nor shall it be exclusively relied on without additional review for accuracy, relevancy, and applicability. We encourage You to review Your results with relevant experts, legal and/or tax professionals, as needed.
- Pricing.
If You are an ARIES™ beta member, then the Product is free for a limited time. Nonetheless, Mineral reserves the right to update and/or charge then-current prices for the Product with thirty (30) days advance written notice.
- Review and Accuracy.
Mineral does not guarantee the accuracy, relevancy, applicability and success of the Product’s results, outputs, data, information and/or material generated, even if there is a human reviewing the output. We encourage You to review all outputs for accuracy, relevancy and applicability before reliance and/or use.
- Restricted Uses.
You shall not:- Copy, reverse engineer, decompile or disassemble the Product;
- Modify, combine, adapt, create derivative works from the Product;
- Share, sub-license, license or transfer any rights granted herein;
- Sell, commercialize or exploit the Product or any of its outputs generated;
- Hold Yourself out as the creator of the outputs generated by the Product;
- Use any Mineral intellectual property in association with the Product’s output without Mineral’s written consent;
- Input personal data, sensitive data, HIPAA protected, financial information, banking information, confidential information, proprietary information, information about an individual or entity outside of the United States, and/or trade secrets belonging to You or any third party;
- Input data, information, content, material or intellectual property that You do not own or have the legal right and/or license to use;
- Use the Product for illegal purposes, including on behalf of others;
- Provide Your passwords or other log-in information to any third party;
- access the Product in order to build a competitive product or service, to build a product or service using similar ideas, features, functions or graphics of the Product, or to copy any ideas, features, functions or graphics of the Product, or allow a third party to do so using Your our Your Users’ accounts;
- Remove, alter, cover, or obfuscate any proprietary notices, labels, trademarks, or service marks on the Product or any part thereof; and
- Use the Product in a way that violates or infringes upon the rights of a third party, including those related to contract, intellectual property, privacy, or publicity; and
- Use the Product in any manner that could damage, disable, overburden, or impair the Product or interfere with any other party’s use of the Product.
- Permitted Purpose.
You shall only use the Product for internal business purposes, including the need for HR compliance assistance for an entity that is a current Client of Mineral or a Client of a Mineral Partner (“Permitted Purpose”).
- Intellectual Property and Licenses.
The Product, in its entirety and parts thereof, is proprietary to Mineral and is owned exclusively by Mineral. The Product, including without limitations any derivative works, content within, outputs, software, algorithms, and features, is protected by intellectual property rights owned or licensed by the Company. You are granted a limited, revocable, non-transferrable, non-sublicensable and non-exclusive right to use the Product solely for the Permitted Purpose. You shall not copy, share, recreate, publicly display, disseminate, commercialize, sell, license, transfer, modify, distribute, or reverse engineer the Product or any part thereof. You shall not hold yourself out to be the content creator or author of any of the content, results or outputs generated by the Product. You shall not use any of Minerals Marks (as outlined in the online Terms of Service (which is hereby incorporated by reference into this AI Policy) located at https://trustmineral.com/terms-of-service/ in association with Your use of the Product’s outputs, results, material or content generated. The licenses granted herein will automatically terminate in the event that You are no longer a Client of Mineral or a Client of a Partner of Mineral, if these AI Terms are terminated with or without cause, if You breach any term within these AI Terms and/or as notified by Mineral. Further, Mineral owns the data, technology, and content that powers and supports the Product, and therefore all outputs, results, work product and/or material created by You using the Product shall be owned by Mineral with a perpetual, revocable, non-exclusive, non-transferrable, non-sublicensable license to You to use for internal business purposes only. Disclaimer of Warranties.
- Feedback.
We shall be entitled to use the Feedback provided by You without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Feedback, and nothing in these AI Terms or in the parties’ dealings arising out of or related to these AI Terms will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting You. Feedback will not constitute Your confidential information.
- Privacy and Data Practices.
Your use of the Product may involve the collection and processing of personal data. By using the Product, You consent to Mineral’s collection, use, and disclosure of Your data as described in Mineral’s Privacy Policy (which is hereby incorporated by reference into these AI Terms), located at https://trustmineral.com/privacy-policy/. We do not sell any data or information shared with Mineral through the Product. Mineral is not subject to any non- U.S. data privacy, security and/or AI laws. We may, pursuant to the Mineral Privacy Policy, use the data to analyze the efficacy, results and/or usage of the Product, to improve the Product and Mineral Services, and/or provide and/or create additional services, products, offerings, trials, and/or derivative works. - DISCLAIMERS.
MINERAL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCT, ITS ACCURACY, RELEVANCY, SUCCESS, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, MERCHANTABILITY, AND/OR APPLICABILITY. THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (1) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (2) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER CONTENT WILL REMAIN PRIVATE OR SECURE. NO ORAL OR WRITTEN AGREEMENT SHALL AMEND OR MODIFY THIS SECTION UNLESS SIGNED BY AN EXECUTIVE OF MINERAL.
- Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MINERAL, ITS AFFILIATES, OR THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA, YOUR FAILURE TO COMPLY WITH ANY STATE, LOCAL AND/OR FEDERAL LAWS, ORDINANCES, RULES, REGULATIONS AND/OR STATUTES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, ARISING FROM OR IN ANY WAY CONNECTED WITH THESE AI TERMS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE FORESEEABLE, AND REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MINERAL, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING FROM OR RELATED TO THESE AI TERMS EXCEED THE AMOUNTS PAID TO MINERAL BY THE RELEVANT CUSTOMER UNDER THE RELEVANT ORDER FORM FOR ACCESS TO OR USE OF THE AI PRODUCT(S) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING LIMITATION OF LIABILITY PROVISION SHALL APPLY TO ANY CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE AI TERMS, EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. No action, regardless of form, arising out of or related to the Product shall be brought by You more than one (1) year after the cause of action has accrued.
- Indemnification.
You agree to indemnify, defend, and hold harmless Mineral, its affiliates, officers, directors, employees, and agents from and against any and all claims, lawsuits, demands, penalties, fines, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or in connection with (a) Your use of the Product; (b) Your breach of these AI Terms or violation of applicable law with respect to Your use of the Product; (c) a dispute between You and Your Partner that provides You with access to the Product; (d) any claim alleging that You or the content You input into the Product infringes or misappropriates another person or entity’s intellectual property rights, privacy rights, titles, goodwill, interests and/or publicity rights; (e) any claim alleging the output from the Product, if combined with information not provided by Mineral or if modified in any way, is illegal, non-compliant with applicable laws, inaccurate, or infringing.
- Modification of Terms.
Mineral reserves the right to modify these AI Terms at any time by posting the revised AI Terms on its website or notifying You through other means. Your continued use of the Product after the effective date of any such changes constitutes Your acceptance of the modified AI Terms.
- Termination.
Mineral may terminate or suspend Your access to the Product at any time, with or without cause or notice, in its sole discretion. Upon termination, your right to use the Product will cease immediately, along with all rights and/or licenses granted to You herein.
- Governing Law.
These Terms shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law principles. You hereby consent to personal jurisdiction in State and/or Federal court in Alameda County, California, and waive all objections to forum and venue, including any claims to forum non conveniens.
- Attorney Fees.
You hereby agree that Mineral is entitled to receive reasonable attorney fees and costs if it or its Affiliates are a prevailing party to any claim, dispute, arbitration, litigation, and/or settlement arising from or relating to these AI Terms.
- Entire Agreement.
These AI Terms constitute the entire agreement between you and Mineral regarding Your use of the Product and supersede all prior or contemporaneous agreements, representations, warranties, and understandings related to the Product. These AI Terms incorporate by reference Mineral’s Terms of Service and Privacy Policy.
If you have any questions about these AI Terms, please contact us at [email protected].
