terms ofservice.

(a) Authority.

The Services are intended solely for business use. If you accept this Agreement on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization, and “Customer,” “you,” and “your” refer to that organization.

(b) Age Requirement.

You must be at least eighteen (18) years old and have reached the age of legal majority in your jurisdiction to create an account or access or use the Services. Customer represents and warrants that each User is at least eighteen (18) years old and has reached the age of legal majority in the User’s jurisdiction. If you do not satisfy these requirements, you may not create an account or access or use the Services. Provider may suspend or terminate any account if Provider reasonably believes that Customer or any User does not satisfy these requirements.

(a) Provision of Access and Use.

Subject to the terms and conditions of this Agreement, Provider provides Customer with a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for Customer's internal business purposes, including in connection with services Customer provides to its own clients, during the Term and only in accordance with this Agreement. The Services include a managed MCP endpoint with authentication, rate limiting, and tool access controls. Customer's access to each Connector is subject to the applicable Free Tier or Subscription.

(b) Connector Access.

Customer may access a Connector through a Free Tier or a Subscription to an applicable Plan. Customer's right to access and use each Connector is limited to the tools, Tool Call allocation, features, restrictions, and other terms applicable to the Free Tier or Plan, as described on the Site or in the applicable Order Form. Access to one Connector does not grant Customer access to any other Connector. A Bundle includes access only to the Connectors identified in the applicable Bundle, and each Connector within a Bundle retains its separate Tool Call allocation unless otherwise stated in the applicable Order Form.

(c) Pass-Through Processing.

Provider operates the Services as an intermediary that routes requests and responses between Customer's MCP Clients and Connected Platforms. Provider does not persistently store the content of Customer Data, except as temporarily necessary, and for no longer than reasonably required, to provide, secure, support, or troubleshoot the Services, comply with applicable law, or enforce this Agreement.

(d) MCP Client and AI Tools.

1. The Services enable Customer to connect an MCP Client to interact with Connected Platforms, including when Customer provides services to its own clients.
2. Customer’s use of an MCP Client is subject to its agreement with the applicable third-party provider. Customer is responsible for complying with laws applicable to its selection, configuration, and use of the MCP Client.
3. Provider does not develop, control, or operate any MCP Client and does not guarantee that any action, recommendation, or output generated by an MCP Client will be reviewed, verified, approved, or monitored by a human. An MCP Client may operate without human review, oversight, or intervention.
4. Customer is solely responsible for reviewing and verifying MCP Client outputs and for any action taken or output used or relied upon through an MCP Client, including when providing services to Customer’s clients. Provider is not responsible for the accuracy or reliability of any MCP Client output.

(e) Beta Features.

Provider may offer features identified as alpha, beta, preview, or early access. Beta features are provided “AS IS,” may be modified or discontinued at any time, are excluded from any performance commitments, and should not be relied upon for production workloads.

(f) Changes to the Services.

Provider may enhance, update, modify, or discontinue features or functionality of the Services from time to time, provided that Provider will not materially reduce the core functionality of a Subscription during its then-current Subscription period. This restriction does not apply to beta features, changes required by applicable law or a third-party provider, or changes reasonably necessary to address a security risk or protect the Services, Provider, Customer, or any third party. This Section does not limit Provider's right to discontinue a Service under Section 9(c).

(a) Registration.

To access certain features of the Services, Customer must create an account. Customer shall provide and maintain accurate, current, and complete registration, contact, and account information. Provider may suspend, restrict, or terminate Customer’s access if such information is materially inaccurate, incomplete, or outdated.

(b) Account Security.

Customer is responsible for maintaining the confidentiality and security of its account credentials and for all activities conducted through its account, including activities of its Users. Customer shall promptly notify Provider of any actual or suspected unauthorized access to or use of its account. Provider is not responsible for losses arising from unauthorized account access resulting from Customer’s failure to safeguard its credentials.

(c) Two-Factor Authentication.

Provider may require or permit Customer and its Users to use two-factor authentication. If a telephone number is enrolled for SMS authentication, Customer authorizes Provider and its service providers to send automated, transactional text messages containing authentication codes or account-security notices to that number. Message frequency may vary, and message and data rates may apply. Consent to receive such messages is not a condition of purchasing the Services. Customer may disable SMS authentication through its account settings or contact Provider for assistance. Wireless carriers are not responsible for delayed or undelivered messages.

(d) Connected Platform Credentials.

Customer may be required to authorize access to a Connected Platform or provide credentials, access tokens, API keys, or other authentication information necessary to establish and maintain a connection to that Connected Platform. Customer authorizes Provider to use such information solely as necessary to provide, secure, support, and maintain the applicable Connector. Customer represents that it has all rights and permissions necessary to authorize such access and is responsible for maintaining the validity and security of its Connected Platform credentials. Expiration, revocation, or modification of those credentials may interrupt or disable the applicable Connector.

(a) Prohibited Uses.

Customer shall not, and shall not permit any User or third party to: (i) use the Services in violation of applicable law or any third-party right; (ii) copy, modify, create derivative works from, reverse engineer, or otherwise access or exploit the Services or Documentation except as expressly permitted by this Agreement, or remove or alter any proprietary notice; (iii) use the Services to develop, train, improve, benchmark, or provide a competing product or to resell, sublicense, white-label, or redistribute the Services without Provider’s written authorization; (iv) access or interact with the Services through any automated means except an Automation or MCP Client authorized under this Agreement; or (v) circumvent any security, access, or usage control; access or test any system, account, network, or data without authorization; introduce malware or spam; disrupt the Services; or circumvent rate limits or Tool Call allocations.

(b) Prohibited Conduct.

Customer shall not, and shall not permit any User or third party to, use the Services, an MCP Client, or an Automation to: (i) engage in or facilitate any unlawful, fraudulent, deceptive, abusive, harassing, hateful, discriminatory, violent, obscene, defamatory, or otherwise harmful conduct or content, including the exploitation or endangerment of minors; (ii) impersonate any person or entity or misrepresent any identity or affiliation; (iii) violate any intellectual property, privacy, publicity, confidentiality, contractual, or other right, or collect information about another person without authorization; or (iv) encourage, assist, or enable any third party to engage in any prohibited conduct.

(c) Automation.

Any action performed through Automation configured by Customer is deemed to have been initiated by Customer. Customer is solely responsible for the configuration, scheduling, scope, and review of any Automation and its effects on Customer's Connected Platforms.

(d) Third-Party Products.

Provider may from time to time make Third-Party Products available through or in connection with the Services. Third-Party Products may be subject to separate terms, conditions, licenses, privacy policies, or other requirements established by the applicable third party. Provider is not responsible for Third-Party Products, and Customer's use of any Third-Party Product is at Customer's own risk. If Customer does not agree to the applicable third-party terms, Customer should not access or use the applicable Third-Party Product.

(e) Customer Environment.

Customer is responsible for obtaining, configuring, maintaining, and securing all systems, networks, software, hardware, MCP Clients, Connected Platforms, accounts, credentials, and permissions necessary to use the Services. Customer is also responsible for determining whether the Services are appropriate for and compatible with its environment. Provider is not responsible for any issue caused by a system, configuration, instruction, credential, or service not controlled by Provider.

(f) Customer Clients.

If Customer uses the Services for its clients, Customer is solely responsible for those relationships and represents that it has all rights, permissions, and consents necessary to access its clients' Connected Platforms, process their data, and take actions on their behalf. Provider is not a party to Customer's agreements with its clients, and Customer shall not make any representation or commitment on Provider's behalf.

(g) Suspension.

Provider may suspend, restrict, or terminate Customer's access to all or any portion of the Services at any time if Provider reasonably determines that: (i) Customer has violated this Agreement, including Section 4(a) (Prohibited Uses) or Section 4(b) (Prohibited Conduct); (ii) Customer's use of the Services poses a security risk to the Services, Provider, any customer, or any third party; (iii) Customer is using the Services for fraudulent, abusive, unlawful, or unauthorized purposes; (iv) suspension is necessary to comply with applicable law, court order, or governmental request; (v) access to a Connected Platform or other Third-Party Product necessary for operation of the Services has been suspended or terminated; or (vi) suspension is otherwise necessary to protect the Services, Provider, customers, or third parties. Provider may, but is not obligated to, provide notice of any suspension and may restore access in its discretion when the circumstances giving rise to the suspension have been resolved. This Section does not limit Provider's rights under Section 5(i) (Failure to Pay) or Section 9 (Term and Termination).

(a) Order Form.

Certain Services require an Order Form specifying the Connectors, Plan, Bundle, Subscription period, and pricing purchased by Customer.

(b) Free Tier.

Provider offers a Free Tier for each Connector without requiring a payment method. A Free Tier has no fixed expiration, does not automatically convert to a Subscription, and is subject to the tools, Tool Call allocation, features, restrictions, and other limitations described on the Site. Customer must affirmatively purchase a Subscription before incurring any fees. Provider may modify or discontinue a Free Tier prospectively at any time.

(c) Plans and Subscriptions.

Provider offers Plans for each Connector, as described on the Site or in the applicable Order Form. Each Connector requires a separate Subscription unless included in a Bundle. A Subscription to one Connector does not grant access to any other Connector. Each Connector included in a Bundle retains its separate Tool Call allocation unless otherwise stated in the applicable Order Form.

(d) Tool Call Allocations.

Each Free Tier and Plan includes a specified number of Tool Calls for each applicable period. Tool Calls made by all MCP Clients, Users, and Automations connected under the applicable Free Tier or Subscription count toward the same allocation. When the allocation is reached, no additional Tool Calls will be processed until the next applicable period begins. Provider does not charge overage fees unless otherwise stated in an applicable Order Form.

(e) Pricing.

Fees for each Plan or Bundle are stated on the Site or in the applicable Order Form. The final price, currency, and applicable taxes will be displayed at checkout or stated in the applicable invoice. Provider may modify its Plans, pricing, or billing terms, provided that a change to an existing Subscription will take effect no earlier than its next renewal following not less than 30 days’ advance notice.

(f) Billing and Payment Method.

Subscriptions are billed on a recurring basis for the Subscription period stated at checkout or in the applicable Order Form. Customer authorizes Provider's merchant of record to charge or otherwise collect payment through Customer's designated payment method for all fees, taxes, and other charges disclosed at checkout or stated in the applicable Order Form or invoice. Customer must provide accurate and complete billing, payment, location, and tax information and keep that information current. Subscriptions renew automatically unless cancelled in accordance with this Agreement. Before purchase, Customer will be informed of the Subscription period, recurring price, billing frequency, and cancellation method.

(g) Payment Administration.

Provider uses Paddle as its authorized reseller and merchant of record for Subscriptions. Paddle is the seller of record and administers payment processing, recurring billing, invoicing, refunds, chargebacks, and applicable transaction taxes. Purchases are also subject to the Paddle Buyer Terms, available at https://www.paddle.com/legal/buyer-terms, and Paddle Refund Policy, available at https://www.paddle.com/legal/refund-policy, between Customer and Paddle. This Agreement governs Provider's provision of, and Customer's access to and use of, the Services.

(h) Cancellation and Refunds.

Customer may cancel a Subscription at any time through Paddle’s Buyer Portal using the link in its Subscription confirmation email or by visiting paddle.net. Customer may also contact Provider for assistance. Cancellation takes effect at the end of the current billing period, and Customer may continue using the applicable Services until then without incurring a subsequent renewal charge. Cancellation does not itself entitle Customer to a refund.

Refunds and statutory withdrawal rights are governed by the Paddle Refund Policy identified in Section 5(g) and applicable law. Refund requests must be submitted to Paddle through its Buyer Portal. Provider does not issue refunds directly. If Provider approves a product-specific refund, Provider will notify Paddle, which will process the refund to Customer’s original payment method where possible. Nothing in this Agreement limits any right that cannot be waived under applicable law.

(i) Failure to Pay.

If a payment cannot be collected, Provider's merchant of record may retry the payment, request updated payment information, or cancel the applicable Subscription. If an amount remains unpaid or the Subscription is cancelled for nonpayment, Provider may suspend or terminate Customer's access to the applicable Services until all outstanding amounts are paid and the Subscription is reactivated.

(j) Promotional Offers.

Provider may offer promotional pricing, discounts, credits, or other incentives subject to the expiration dates, usage limits, and other conditions stated at the time of the offer. Provider may modify or discontinue a promotional offer prospectively at any time. A promotional offer will not convert into a paid Subscription unless Customer affirmatively agrees to the Subscription and applicable recurring charges.

(k) Taxes.

Applicable sales, use, value-added, goods and services, and similar transaction taxes may be added to the price at checkout or included in the applicable invoice. Provider's merchant of record calculates, collects, and remits applicable transaction taxes based on the billing and location information provided by Customer. Customer is responsible for providing accurate tax information and any valid tax identification number or tax-exemption documentation. Customer remains responsible for any taxes, duties, assessments, or governmental charges imposed on Customer that Provider's merchant of record is not required to collect, excluding taxes based on Provider's net income.

(l) Legacy Subscriptions.

Certain subscriptions purchased through Provider's prior storefront remain subject to their existing billing arrangements until migrated to Provider's current merchant of record. The Paddle Buyer Terms and Paddle Refund Policy do not apply to transactions completed before migration. Provider administers billing corrections and refund requests for those transactions directly in accordance with the refund terms in effect when the transaction occurred and applicable law. Following migration, future purchase transactions are governed by Section 5(g).

(m) Credits.

Provider may offer prepaid credits for use of specified Services features, including Automations. Credits are consumed as described on the Site, have no cash value, are non-transferable, and are non-refundable except as required by applicable law or the Paddle Refund Policy. Credits do not expire.

(a) Provider IP; Reservation of Rights.

As between the Parties, Provider and its licensors own and retain all right, title, and interest in and to the Provider IP and all intellectual property and proprietary rights embodied in or relating to the Provider IP. Except for the limited rights expressly granted under this Agreement, no right, title, or interest in or to the Provider IP is granted, assigned, transferred, or conveyed to Customer. Provider and its licensors reserve all rights not expressly granted under this Agreement.

(b) Documentation License.

Subject to Customer's compliance with this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Documentation solely in connection with Customer's permitted access to and use of the Services.

(c) Customer Data.

As between the Parties, Customer owns all right, title, and interest in Customer Data. Customer grants Provider a limited, non-exclusive right to process and transmit Customer Data as necessary to provide, secure, support, and maintain the Services, comply with applicable law, and enforce this Agreement. Customer represents that it has all rights, permissions, and consents necessary for such processing. Provider does not acquire any ownership interest in Customer Data and will not use Customer Data to train artificial intelligence or machine-learning models.

(d) Usage Data and Aggregated Statistics.

Provider owns all right, title, and interest in and to Usage Data and Aggregated Statistics, including all intellectual property rights therein, and may collect, generate, use, and disclose Usage Data and Aggregated Statistics to provide, operate, secure, support, analyze, and improve the Services; enforce the terms of this Agreement; and comply with applicable privacy laws.

(e) Feedback.

If Customer or any User provides suggestions, ideas, recommendations, proposed improvements, or other feedback regarding the Services or Documentation, Customer grants Provider a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, and fully paid-up license to use and exploit that feedback for any lawful purpose without restriction, attribution, compensation, or other obligation. Provider will not publicly identify Customer as the source of feedback without Customer's consent.

(f) Third-Party Products.

Third-Party Products are owned by their respective owners and may be protected by applicable intellectual property laws. Nothing in this Agreement grants Customer any ownership interest in or license to Third-Party Products except as separately granted by the applicable third-party owner.

(g) Names and Marks.

Neither Party may use the other Party's name, trademarks, service marks, or logos without the other Party's prior written consent, except that Provider may identify Customer by name and logo in customer lists and other marketing materials unless Customer opts out by written notice.

(a) Confidential Information.

“Confidential Information” means any non-public information disclosed by or on behalf of one party to the other that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information and the circumstances of disclosure, including business plans, product plans, software, technology, technical information, security information, know-how, trade secrets, and other proprietary information. Customer's Confidential Information includes Customer Data, account credentials, and non-public information regarding Customer's Connected Platforms. Provider's Confidential Information includes the Services, Documentation, Provider IP, non-public features, functionality, or performance information relating to the Services, product roadmaps, and non-public pricing stated in an Order Form.

(b) Exclusions.

Confidential Information does not include information that the receiving party can demonstrate: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving party without restriction prior to disclosure; (iii) is lawfully obtained from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

(c) Use and Protection.

The receiving party shall use the disclosing party's Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement. The receiving party shall protect Confidential Information using at least the same degree of care it uses to protect its own information of a similar nature and no less than reasonable care. The receiving party may disclose Confidential Information only to its employees, contractors, professional advisers, and service providers who need to know the information for purposes of this Agreement and are bound by confidentiality obligations at least as protective as those contained in this Section.

(d) Required Disclosure.

The receiving party may disclose Confidential Information to the extent required by applicable law, regulation, legal process, or governmental authority, provided that, to the extent legally permitted, the receiving party shall provide the disclosing party with reasonable prior notice and reasonable cooperation, at the disclosing party's expense, to seek confidential treatment or other appropriate protection.

(e) Return or Destruction.

Upon expiration or termination of this Agreement or the disclosing party's written request, the receiving party shall return or destroy the disclosing party's Confidential Information in its possession or control, except for copies retained through routine backup procedures or as required by applicable law. Any retained Confidential Information remains subject to this Section.

(f) Duration.

The obligations in this Section continue during the Term and for three (3) years after expiration or termination of this Agreement. Confidential Information constituting a trade secret will remain protected for as long as it qualifies as a trade secret under applicable law.

(g) Equitable Relief.

Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. The disclosing party may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

(a) Privacy Policy.

Provider’s processing of personal information is governed by its Privacy Policy, available at https://stackjack.io/privacy-policy. Customer is responsible for complying with laws applicable to Customer Data and represents that it has provided all required notices and obtained all rights and consents necessary for Provider to process personal information under this Agreement.

(b) Restricted Data.

Customer shall not submit or transmit through the Services, including through any Connected Platform, protected health information, payment-card information, biometric information, government-issued identification numbers, or other sensitive personal information unless authorized by Provider in writing. The Services are not intended to process protected health information, Provider does not offer or enter into business associate agreements, and Customer shall not use the Services in any manner that would cause Provider to qualify as a business associate under HIPAA.

(c) Data Processing Agreement.

If applicable law requires the Parties to enter into a data processing agreement, the Parties shall enter into Provider’s then-current data processing agreement, which controls over this Agreement regarding the processing of personal information.

(a) Term and Automatic Renewal.

This Agreement begins on the Effective Date and continues while Customer maintains an account or active Subscription. Each Subscription automatically renews for successive periods equal to the expiring Subscription period unless Customer cancels in accordance with Section 5(h). Upon each renewal, Customer authorizes Provider’s merchant of record to charge Customer the then-current Subscription fees and applicable taxes using Customer’s designated payment method. Provider or its merchant of record will provide any renewal reminder or other notice required by applicable law. A Free Tier does not automatically convert to a paid Subscription, and Customer will not be charged unless Customer affirmatively purchases a Subscription. By accepting the automatic-renewal terms at the time of purchase, Customer expressly consents to the automatic renewal and recurring charges described above.

(b) Account Termination by Customer.

Customer may terminate this Agreement by cancelling all active Subscriptions and requesting deletion of its account. If Customer requests deletion before the end of an active Subscription, Customer will immediately lose access to the Services without a refund or credit, except as required by applicable law.

(c) Termination by Provider.

Provider may terminate this Agreement or any Subscription if: (i) Customer materially breaches this Agreement; (ii) Customer becomes insolvent or subject to a bankruptcy or similar proceeding; (iii) continued provision of the Services may violate applicable law, create liability, or pose a security risk; or (iv) a third-party service necessary to provide the Services becomes unavailable. Provider may also discontinue any Service upon thirty (30) days’ notice, subject to Section 2(f). If Provider discontinues a paid Service, Provider will refund prepaid fees attributable to the period after termination.

(d) Effect of Expiration or Termination.

Upon expiration or termination, Customer shall immediately stop using the Services and shall delete, destroy, or return all copies of the Provider IP, Documentation, and other Provider materials in its possession or control, and certify such deletion, destruction, or return in writing to Provider upon request. Termination does not affect Customer's obligation to pay amounts accrued before termination or entitle Customer to a refund except as expressly provided in this Agreement.

(e) Survival.

Sections 5 through 8, 9(d), 9(e), and 10 through 16, and any other provision that by its nature should survive, survive expiration or termination. Section 5 survives only with respect to amounts accrued before expiration or termination.

(a) Warranties.

1. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
2. Provider warrants that the paid Services, excluding any Free Tier or Beta Feature, will be provided in a professional and workmanlike manner consistent with generally accepted industry standards.

(b) General Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION OR AN APPLICABLE ORDER FORM, IN EACH CASE SOLELY TO THE EXTENT APPLICABLE TO PAID SERVICES, AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE SERVICES, DOCUMENTATION, PROVIDER IP, THIRD-PARTY PRODUCTS, AND ALL CONTENT, FEATURES, FUNCTIONALITY, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FREE TIER AND ALL BETA FEATURES ARE PROVIDED ENTIRELY “AS IS” AND WITHOUT ANY EXPRESS WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, QUALITY, COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

(c) Operation and Compatibility.

PROVIDER MAKES NO WARRANTY THAT THE SERVICES, DOCUMENTATION, PROVIDER IP, THIRD-PARTY PRODUCTS, OR ANY PRODUCTS, CONTENT, OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, CONNECTED PLATFORM, MCP CLIENT, OR THIRD-PARTY PRODUCT, BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDER DOES NOT GUARANTEE COMPATIBILITY WITH ANY NONSTANDARD CONFIGURATION OR WITH ANY FUTURE VERSION, MODIFICATION, API, OR FUNCTIONALITY OF A CONNECTED PLATFORM, MCP CLIENT, OR THIRD-PARTY PRODUCT.

(d) MCP Clients and AI Output.

PROVIDER DOES NOT DEVELOP, CONTROL, OR GENERATE THE OUTPUT OF ANY MCP CLIENT AND MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY OUTPUT, RESPONSE, RECOMMENDATION, ANALYSIS, SUMMARY, CONTENT, ACTION, OR OTHER INFORMATION GENERATED OR PRODUCED BY AN MCP CLIENT. SUCH OUTPUT MAY BE INACCURATE, INCOMPLETE, OFFENSIVE, BIASED, OUTDATED, OR OTHERWISE UNEXPECTED. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING OUTPUT GENERATED BY AN MCP CLIENT AND FOR ALL DECISIONS, ACTIONS, AND OMISSIONS BASED ON OR RESULTING FROM THAT OUTPUT, INCLUDING ACTIONS PERFORMED THROUGH AN AUTOMATION.

(e) Third-Party Products.

PROVIDER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR ANY CONTENT, SERVICES, OR MATERIALS PROVIDED BY THIRD PARTIES. PROVIDER IS NOT RESPONSIBLE FOR ANY OUTAGE, API CHANGE, ERROR, OMISSION, OR OTHER ACT OR FAILURE OF A CONNECTED PLATFORM, MCP CLIENT, OR THIRD-PARTY PRODUCT.

(f) Mandatory Rights.

NOTHING IN THIS SECTION DISCLAIMS OR LIMITS ANY WARRANTY OR RIGHT THAT CANNOT BE DISCLAIMED OR LIMITED UNDER APPLICABLE LAW.

(a) Compliance with Laws.

Each Party shall comply with all laws and regulations applicable to its performance under this Agreement, including applicable anti-bribery and anti-corruption laws.

(b) Export Controls and Sanctions.

Customer shall not access, use, export, re-export, transfer, or otherwise make available the Services in violation of applicable export-control, economic-sanctions, or trade-restriction laws. Customer represents and warrants that neither Customer nor any User is: (i) located, organized, or ordinarily resident in a country or territory subject to comprehensive United States trade sanctions; or (ii) identified on any applicable United States government restricted-party list. Customer shall not use the Services for any purpose prohibited by applicable export-control or sanctions laws.

(a) By Provider.

Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from any third-party claim alleging that the Services, as provided by Provider and used as permitted under this Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret. Provider may: (i) obtain the right to continue using the affected Services; (ii) modify or replace them; or (iii) terminate the affected Subscription and arrange a prorated refund of prepaid, unused fees.

This Section does not apply to claims arising from: (i) Customer Data; (ii) a Connected Platform, MCP Client, or Third-Party Product; (iii) combinations or modifications not provided or authorized by Provider; (iv) continued use after Provider instructs Customer to stop; or (v) use in breach of this Agreement. This Section states Customer’s exclusive remedy for infringement and misappropriation claims.

(b) By Customer.

Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from any third-party claim and resulting liability, loss, damage, cost, or expense, including reasonable attorneys’ fees, arising from: (i) Customer Data; (ii) Customer’s or any User’s breach of this Agreement; (iii) Customer’s or any User’s violation of applicable law or third-party rights, including terms applicable to a Connected Platform, MCP Client, or Third-Party Product; or (iv) actions taken in a Connected Platform through Customer-provided credentials or an Automation configured or authorized by Customer.

(c) Procedure.

The indemnified Party shall promptly notify the indemnifying Party and reasonably cooperate at its expense. Delayed notice relieves the indemnifying Party only to the extent materially prejudiced. The indemnifying Party shall control the defense and settlement with counsel reasonably acceptable to the indemnified Party. The indemnified Party may participate at its own expense. A settlement requiring an admission or obligation by the indemnified Party requires its prior written consent.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITIES, LOST SAVINGS, OR DIMINUTION IN VALUE; (C) LOSS OF GOODWILL OR REPUTATION; (D) LOSS, CORRUPTION, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, CONTENT, OR INFORMATION; (E) BREACH OF DATA OR SYSTEM SECURITY; OR (F) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(a) Informal Dispute Resolution.

Before initiating arbitration or any other legal proceeding, the Party seeking relief shall provide written notice of the dispute to the other Party describing the nature of the dispute and the relief sought. The Parties agree to attempt in good faith to resolve the dispute through negotiation between authorized representatives for at least thirty (30) days before commencing arbitration.

(b) Binding Arbitration.

Except as otherwise provided in this Agreement, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between Customer and Provider, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules then in effect.

(c) Arbitration Procedures.

The arbitration shall be conducted in English before a single arbitrator and shall be seated in Bergen County, New Jersey. To the fullest extent permitted by the AAA Commercial Arbitration Rules, the arbitration may be conducted through written submissions, telephone, videoconference, or other procedures appropriate to the nature and amount of the dispute. The arbitrator shall have exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this arbitration provision, except that a court of competent jurisdiction shall determine any issue concerning the enforceability of the class-action waiver. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

(d) Class Action and Jury Trial Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND PROVIDER EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PARTY.

(e) Small Claims Court.

Notwithstanding the foregoing, either Party may bring an individual action in a small claims court of competent jurisdiction if the claim qualifies for hearing in that court and remains solely on an individual basis.

(f) Equitable Relief; Court Jurisdiction.

Nothing in this Section prevents either Party from seeking temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New Jersey for any action permitted to be brought in court under this Agreement and waive any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.

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