AI Terms and Conditions
MITRATECH HOLDINGS, INC.
AI TERMS AND CONDITIONS
TAP BETA
These Artificial Intelligence (AI) Terms and Conditions (“AI Terms”) govern Your use of ARIES the AI Digital Assistant (ARIES) product (“Product”) provided by Mitratech, Inc., a Mitratech Holdings, Inc., subsidiary (“Mitratech”). 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.
“You” or “Your” shall mean the individual accessing or using the Product in his/her/their individual capacity, or as, or on behalf of a Client.
- Acceptance of Terms
By using the Product, you acknowledge that you have read, understood, and agreed to be bound by these AI Terms and any additional terms and conditions provided by Mitratech. - Digital Assistant Description
The Product is a proprietary artificial intelligence product developed by and offered by Mitratech to its Client, that uses Natural Language Processing to answer questions from the client’s TeamConnect data. The initial scope is the client’s financial data, but scope will expand over time as the requirements are defined. The Product does not use or source data from public websites or public databases. The Product does not provide financial, legal, or tax advice: outputs and results generated by the Product should not be construed as financial, 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, financial and/or tax professionals, as needed. - Pricing
If You are an ARIES beta or pilot client, then the Product is free for a limited time. Nonetheless, Mitratech reserves the right to update and/or charge then-current prices for the Product with thirty (30) days advance written notice. - Review and Accuracy
Mitratech 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 Mitratech intellectual property in association with the Product’s output without Mitratech’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 and as outlined in Your TeamConnect agreement (“Permitted Purpose”). -
Intellectual Property and Licenses
The Product, in its entirety and parts thereof, is proprietary to Mitratech and is owned exclusively by Mitratech. 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 Mitratech's intellectual property, including without limitation trademarks, logos, copyright and trade dress, 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 Mitratech or a Client of a Partner of Mitratech, if these AI Terms are terminated with or without cause, if You breach any term within these AI Terms and/or as notified by Mitratech. Further, Mitratech 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 Mitratech 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 Mitratech’s collection, use, and disclosure of Your data as described in Mitratech’s Privacy Policy (which is hereby incorporated by reference into these AI Terms), located at https://Mitratech.com/privacy-policy/. We do not sell any data or information shared with Mitratech through the Product. We may, pursuant to the Mitratech Privacy Policy, use the data to analyze the efficacy, results and/or usage of the Product, to improve the Product and Mitratech Services, and/or provide and/or create additional services, products, offerings, trials, and/or derivative works. - DISCLAIMERS
MITRATECH 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 MITRATECH. - Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MITRATECH, 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 Mitratech, 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 Mitratech 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 Mitratech, 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); 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; (d) any claim alleging the output from the Product, if combined with information not provided by Mitratech or if modified in any way, is illegal, non-compliant with applicable laws, inaccurate, or infringing. This section shall survive the termination or expiration of these AI Terms. - Modification of Terms
Mitratech 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
Mitratech 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 Texas, without regard to its conflict of law principles. You hereby consent to personal jurisdiction in State and/or Federal court in Texas, and waive all objections to forum and venue, including any claims to forum non conveniens. - Attorney Fees
You hereby agree that Mitratech 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 Mitratech regarding Your use of the Product and supersede all prior or contemporaneous agreements, representations, warranties, and understandings related to the Product.
If You have any questions about these AI Terms, please contact us at legal@mitratech.com.