Collaborati Non LEDES AI Terms and Conditions

Mitratech Holdings, Inc.
AI Product Terms and Conditions

These Artificial Intelligence (AI) Terms and Conditions ("AI Terms") govern your use of all Mitratech Products (defined below) provided by Mitratech Holdings, Inc., and its respective Affiliates (defined below) (collectively referred to as, "Company"). By accessing or using any of the Mitratech Products, You agree to be bound by these AI Terms, and to all amendments and/or modifications, which You will be notified about in the event the amendments and/or modifications are material to Your rights and/or Our obligations. If you do not agree with any part of these AI Terms, You may not use the Mitratech Product(s).

1. Definitions.
   1. “Affiliates” means any entity that is a wholly owned subsidiary of Mitratech Holdings, Inc.
   2. “Mitratech Products” means any and all products and/or services that is generated, created, deployed and/or developed by artificial intelligence and offered by Mitratech Holdings, Inc., and/or any of its Affiliates.
   3. “You”, “Yourself” or “Yours” means the individual and/or entity that accesses and/or uses the Mitratech Products.
       
2. Acceptance of Terms. By using any or all of the Mitratech Products, You acknowledge that You have read, understood, and agree to be bound by these AI Terms and any additional, amended or modified terms and conditions provided by Company.
    
3. Product Description. All Mitratech Products are proprietary artificial intelligence property developed, deployed and/or licensed by and/or offered by Company to its customers, partners, clients and/or end-users. The Mitratech Products are not intended to be used by individuals or entities that are not contracted to do business with Mitratech or an Affiliate, and they are not intended to be used by minors (individuals below the age of 18). The Mitratech Products do not use or source data from public websites or public databases. Instead, the Products’ output, results, and/or material generated or created are based exclusively on Company-owned content, information, material and data.
    
4. Review and Accuracy. Company, nor any of its Affiliates, hereby disclaims all representations and/or warranties, whether express or implied, related to the Mitratech Products’ accuracy, relevancy, completeness, merchantability, fitness for a particular purpose, applicability, and infringement, and does not in any way guarantee the accuracy, relevancy, applicability and success of the Mitratech Product(s)’ results, outputs, data, information and/or material generated, created, provided, and/or deployed, even if there is a human reviewing the Mitratech Products’ output. We encourage You to review each and every output generated by the Mitratech Products to ensure accuracy, relevancy, non-infringement, and applicability before reliance and/or use of any Mitratech Product output.
    
5. Prohibited Uses. Unless agreed upon otherwise in a Company or Affiliate terms and condition, terms of service, order form or statement of work (which are hereby incorporated by reference into these AI Terms), when using the Mitratech Product(s) You shall not:
   1. Copy, reverse engineer, decompile or disassemble the Mitratech Products;
   2. Modify, combine, adapt, create derivative works from the Mitratech Products;
   3. Share, sub-license, license or transfer any rights granted herein;
   4. Sell, commercialize or exploit the Mitratech Products or any of its outputs generated;
   5. Hold Yourself out as the creator of the outputs generated by the Mitratech Products;
   6. Use any Company intellectual property in association with the Mitratech Products’ output without Company’s written consent;
   7. Use any of Company’s trademarks, services marks, logos, copyright, and/or branding in association with Your use of the Mitratech Products’ outputs, results, material or content generated;
   8. Input personal data, sensitive data, HIPAA protected health information, financial information, banking information, confidential information, proprietary information, and/or trade secrets belonging to You or any third party;
   9. Input data, information, content, material or intellectual property that You do not own or have the legal right and/or license to use;
   10. Use the Mitratech Products for illegal purposes, including on behalf of others;
   11. Provide Your passwords or other log-in information to any third party;
   12. access the Mitratech Products in order to build a competitive product or service, to build a product or service using similar ideas, features, functions or graphics of the Mitratech Products, 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;
   13. Remove, alter, cover, or obfuscate any proprietary notices, labels, trademarks, or service marks on the Mitratech Products or any part thereof; and
   14. Use the Mitratech Products 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
   15. Use the Mitratech Products in any manner that could damage, disable, overburden, or impair the Mitratech Products or interfere with any other party's use of the Mitratech Products.

Illegal and/or prohibited use of the Mitratech Products shall be considered a material breach of these AI Terms, and may be grounds for immediate termination of these AI Terms by Company, without the opportunity to cure such breach. Without notice to You, Company reserves its rights to report to law enforcement and/or governmental authorities or officials, audit Your use of the Mitratech Products, and/or investigate any suspected or actual wrongful, fraudulent, misuse, prohibited use and/or illegal use of the Mitratech Products.

6. Permitted Purpose. Unless agreed upon otherwise between You and Company, You shall only use the Mitratech Product for business purposes outlined in the respective Mitratech Affiliate contract and as permitted under these AI Terms (“Permitted Purpose”).
    
7. Intellectual Property and Licenses. Each Mitratech Product, in their entirety, individually and parts thereof, are proprietary to Company and is owned exclusively by Company and its respective Affiliate that is offering the Mitratech Product to You. The Mitratech Products, including without limitations any derivative works, content, outputs, software, algorithms, data, database, source code, object code, functionalities, and features, are protected by intellectual property rights owned or licensed by the Company and/or its Affiliates. You are granted a limited, revocable, non-transferrable, non-sublicensable and non-exclusive right to use the Mitratech Products solely for the Permitted Purpose. Company reserves its right to revoke such license at any time and without cause, with prior notice to You. Any suspected or actual breach, misuse, illegal use, or prohibited use of the Mitratech Products shall automatically revoke and terminate all licenses granted under these AI Terms. You shall not copy, share, recreate, publicly display, disseminate, commercialize, exploit, resell, sell, license, sublicense, convey, assign, duplicate, create derivative works from, adapt, combine, transfer, modify, distribute, or reverse engineer the Mitratech 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 created by the Mitratech Products. The licenses granted herein will automatically terminate in the event that (a) You are no longer a customer of Company or an Affiliate; (b) You are no longer authorized or given access to the Mitratech Products; (c) these AI Terms are terminated with or without cause; (d) You breach any term within these AI Terms; and/or (e) Company revokes such license in writing. Further, Company owns the data, technology, and content that powers and supports the Mitratech Products, and therefore all outputs, results, work product and/or material created by You using the Mitratech Products shall be exclusively and entirely owned by Company or its respective Affiliate, with a revocable, non-exclusive, non-transferrable, non-sublicensable license to You to use for internal business purposes only.
    
8. Pricing. Company reserves the right to update and/or charge then-current prices for the Mitratech Product(s) with thirty (30) days advance written notice, unless agreed upon otherwise in a respective Affiliate order form, amendment, agreement or authorized written agreement.
    
9. Feedback. Company, or any of its Affiliates, shall be entitled to use the feedback provided by You without restriction. You hereby irrevocably assign to Company 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, sensitive or personal information. Products, services, features, improvements and/or updates made based off Your feedback given to Company shall not entitle You to any royalties, rights, titles, interests, ownership, revenue, credit or fees.
    
10. Privacy and Data Practices. Your use of a Mitratech Product may involve the collection and processing of personal and/or sensitive data. By using the Mitratech Products, You consent to Company’s general collection, use, and disclosure of Your data as described in Company’s Privacy Policy (which is hereby incorporated by reference into these AI Terms), located here.  Notwithstanding the foregoing, each Affiliate may be subject to differing data privacy, security and/or AI laws. It is Your responsibility to review the relevant Affiliate’s privacy policy to ensure You understand the way that the Affiliate collects, processes and shares (if at all) any personal and/or sensitive data, and Your respective rights. We may, pursuant to the Company Privacy Policy, use the data to analyze the efficacy, results and/or usage of the Mitratech Products, to improve the Mitratech Products and Company services, provide and/or create additional services, products, offerings, trials, and/or derivative works. We do not sell, share or distribute to a third party any of Your personal and/or sensitive data collected through the Mitratech Product(s), unless required by law, a court order, or a subpoena.
     
11. DISCLAIMERS. COMPANY DISCLAIMES AND MAKES NO REPRESENTATIONS OR WARRANTIES (WHETHER IMPLIED OR EXPRESSED) ABOUT THE MITRATECH PRODUCTS, THEIR ACCURACY, RELEVANCY, SUCCESS, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, MERCHANTABILITY, COMPLETENESS, AND/OR APPLICABILITY. THE MITRATECH PRODUCTS ARE ALL PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (1) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE MITRATECH PRODUCTS WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (2) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE MITRATECH PRODUCTS ARE 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 COMPANY OR ITS RESPECTIVE AFFILIATE. The terms set forth in this section shall survive the termination, expiration and/or breach of these AI Terms.
     
12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, 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, UNAUTHORIZED USE, OR LOSS OF OR UNAUTHORIZED USE OR DISCLOSURE OF 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 COMPANY (INCLUDING ITS AFFILIATES), 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 COMPANY OR ITS RESPECTIVE AFFILIATE BY THE RELEVANT CUSTOMER UNDER THE RELEVANT ORDER FORM FOR ACCESS TO OR USE OF THE MITRATECH 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. The terms set forth in this section shall survive the termination, expiration and/or breach of these AI Terms.
     
13. Indemnification. You agree to indemnify, defend, and hold harmless Company, its Affiliates and their officers, directors, employees, partners, 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 Mitratech Products; (b) Your breach of these AI Terms or violation of applicable law with respect to Your use of the Mitratech Products; (c) a dispute between You and the partner that provides You with access to the Mitratech Product(s); (d) any claim alleging that You or the content You input into the Mitratech Product(s) 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 Mitratech Products, if combined with information not provided by Company or if modified in any way, is illegal, non-compliant with applicable laws, inaccurate, or infringing. The obligations set forth in this section shall survive the termination, expiration and/or breach of these AI Terms.
     
14. Modification and Waivers. Company reserves the right to modify these AI Terms at any time by posting the revised AI Terms on its or its respective Affiliates’ website or notifying You through other means. Your continued use of the Mitratech Product(s) after the effective date of any such changes constitutes Your acceptance of the modified AI Terms. To be effective, all waivers must be made in writing signed by the party waiving its objections, right and/or defenses.
     
15. Termination. Company may terminate or suspend Your access to the Mitratech Product(s) at any time, with or without cause or notice, in its sole discretion. Upon termination, Your right to use the Mitratech Product(s) will cease immediately, along with all rights and/or licenses granted to You herein.
     
16. Governing Law. These Terms shall be governed by and construed in accordance with the laws of Texas, without regard to its conflict of law principles. You hereby consent to personal jurisdiction in State and/or Federal court in Travis County, Texas, and waive all objections to forum and venue, including any claims to forum non conveniens.
     
17. Attorney Fees. You hereby agree that Company is entitled to receive reasonable attorney fees and costs if it or its Affiliates are a prevailing party to any claim, dispute, arbitration, litigation, appeal and/or settlement arising from or relating to these AI Terms, including indemnification obligations. The obligations set forth in this section shall survive the termination, expiration and/or breach of these AI Terms.
     
18. Equitable Relief. Nothing in these AI Terms is intended to limit, preclude or restrict Company and or its’ Affiliates rights to seek equitable relief, including without limitation seeking injunctive relief without the need to post bond. The obligations set forth in this section shall survive the termination, expiration and/or breach of these AI Terms.
     
19. Entire Agreement. These AI Terms constitute the entire agreement between You and Company regarding Your use of the Mitratech Product(s) and supersede all prior or contemporaneous agreements, representations, warranties, and understandings related to the Mitratech Product(s). These AI Terms incorporate by reference Company and/or the Affiliate’s Terms of Service and Privacy Policy.