Terms of use

Date of last update: August 26, 2024

MindBridge Analytics Inc (“MindBridge”, “we”, “us”), a Canadian registered corporation (business number: 807759584), located at 80 Aberdeen Street Suite 400, Ottawa, ON, K1S 5R5, Canada, provide the MindBridge anomaly detection software as a service application in performing quantitative risk based analysis, including but not limited to financial datasets (the “Application”) as further described on the websites mindbridge.ai and mindbridge.com (collectively the “Website”) ) to you subject to these Terms of Use (these “Terms”). Use of the Application may include use of the MindBridge application programming interface (“MindBridge API”) by Subscribers (as defined below). We refer to the Application and the services provided by or through the Application as the “Services.”

The Services are intended for use by businesses and are not targeted at or intended to be used by children. You must be at least of the age of majority in your jurisdiction to use the Services. 

In these Terms, our subscribers and the persons to whom they give “staff” or “advisor” access to their MindBridge account are called “Subscribers” or “you”. In order to become a Subscriber, such subscriber must have executed an order form or similar form with MindBridge or its authorized Resellers (as defined below) for the Services (“Order Form”,
or derivatives of such term).

MindBridge reserves the right to change or modify these Terms, or any policy or guideline applicable to the Services, provided that changes will only take effect for a Subscriber from the next Renewal Period of the applicable Order Form by such Subscriber. If we make any such change or modification, we will notify Subscribers at the email address provided in the applicable registration information. If you do not agree with the changes, as a Subscriber you can elect not to renew the Order for the next subscription period. 

The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted.

1. PROVISION OF SERVICES

MindBridge will (a) make the Services available to
Subscribers pursuant to these Terms and the applicable Order Forms, (b) provide
applicable MindBridge standard support for Services to Subscriber at no additional charge as set out at https://www.mindbridge.ai/supportplan/, (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which MindBridge shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond MindBridge’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving MindBridge employees), Internet service provider failure or delay, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to MindBridge’s provision of its Services to its subscribers generally (i.e., without regard for Subscriber’s particular use of the Services), and subject to Subscriber’s use of the Services in accordance with this Agreement and the applicable Order Form.

2.  SUBSCRIBER DATA AND SECURITY

2.1 MindBridge will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Subscriber Data (other than by Subscribers). Except with respect to a free trial, the terms of the data processing addendum at https://www.mindbridge.ai/data-processing-addendum/ (“DPA”) are hereby incorporated by reference and shall apply to the extent Subscriber Data includes Personal Data, as defined in the DPA. For the purposes of the Standard Contractual Clauses, Subscriber and its applicable Affiliates are each the data exporter, and Subscriber’s acceptance of this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses (as defined in the DPA). Upon request by Subscriber made within 30 days after the effective date of termination or expiration of this Agreement, MindBridge will make Subscriber Data available to Subscriber for export or download as provided in MindBridge’s documentation (“Documentation”). After such 30-day period, MindBridge will have no obligation to maintain or provide any Subscriber Data, and as provided in the Documentation will thereafter delete or destroy all copies of Subscriber Data in its systems or otherwise in its possession or control, unless legally prohibited.

 2.2 If you register for an account on the Services, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your authentication credentials (e.g. password, tokens) and API key (if applicable); (c) maintain and promptly update the Registration Data, and any other information you provide to MindBridge, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to MindBridge. You are responsible for all of your activity on your MindBridge account (including those of your authorized users and of any third party using your users’ log-in details through no fault of MindBridge).

3. FEES; CHARGES; TAXES

3.1 Fees (including the basis of calculation of fees) and any other charges for the use of the Services and payment terms applicable to Subscribers are described in Subscriber’s Order Form with MindBridge or with an approved Reseller or as otherwise agreed in writing with you. If you have licensed the Services through a Reseller then fee terms that you have agreed with the Reseller shall prevail. We may change the Fees payable in respect of any Renewal Term (as defined in section 19.1) by giving you not less than 60 days’ notice prior to the start of such Renewal Term.

3.2 MindBridge’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The subscriber is responsible for paying all Taxes associated with its purchases hereunder. If MindBridge has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this section, MindBridge will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides MindBridge with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, MindBridge is solely responsible for taxes assessable against it based on its income, property and employees.

3.3 If payment is not received by the due date, MindBridge may, in addition to taking any other action at law or equity and without otherwise limiting its rights, to: (i) charge interest on past due amounts at one and a half percent (1.5%) per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery (including reasonable attorneys’ fees) to Subscriber, (ii) suspend Subscriber’s access to the MindBridge service until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and/or (iii) terminate the applicable Order Form in accordance with Section 19.2 of this Agreement.

4. OWNERSHIP, COPYRIGHT AND TRADEMARKS

4.1: In these Terms, the content made available through the Services by MindBridge or its licensors, including all, but not limited to, training materials, information, data, logos, marks, designs, graphics, pictures, sound files, other files and their selection and arrangement, is called “MindBridge Content.” Content provided by Subscribers is called “Subscriber Content,” and includes reports or other similar content generated through the Service by a Subscriber using other Subscriber Content.

 4.2: The Services, all MindBridge Content, and all software available on the Services or used to create and operate the Services are the property of MindBridge or its licensors, and all rights to the Services, such MindBridge Content and such software (including
without limitation all intellectual property rights in the foregoing) are expressly reserved by MindBridge or its licensors. No rights are granted to Subscribers other than as expressly set out in these Terms and the applicable Order Form.

4.3: MindBridge’s trade names, trademarks and service marks include MindBridge, MindBridge & Design, M Design, Ai Auditor, Ai Advisor and any associated logos. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours or in any manner that is likely to cause confusion. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by MindBridge.

 4.4: Your Subscriber Content is your responsibility. As between MindBridge and a Subscriber, Subscriber Content is that Subscriber’s property. MindBridge’s only rights to that Subscriber Content are from the limited license to it granted in these Terms. MindBridge assumes no responsibility or liability for it or for any loss or damage your Subscribern Content may cause to you or other individuals. Although we have no obligation to do so, MindBridge retains the absolute discretion to remove, screen or edit without notice any Subscriber Content processed or stored on the Services to the extent reasonably required in order to provide and maintain the integrity and security of the Services, and reserves the right to do so at any time and for any reason. You are solely responsible for maintaining copies of and replacing any Subscriber Content that you post or store on the Services. If, at your discretion, you authorize third parties to access your Subscriber Content through the Services, including through the MindBridge API, you agree that we are permitted to provide to such third parties the Subscriber Content in accordance with Section 5 and also agree that we have no responsibility or liability for their use of such Subscriber Content.

 4.5: You acknowledge that all intellectual property rights in and to the Services and MindBridge Content are and will remain the sole property of MindBridge or of our licensors, if any. Nothing contained in this Agreement will be construed as conferring, by implication, estoppel or otherwise, upon you any ownership, license or other right except the licenses and rights expressly granted hereunder to you. In this Agreement, intellectual property rights include, without limitation, all intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) Internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and uniform resource locators (URLs); (d) any works of
authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the
foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.

4.6: By utilizing the Services, you grant MindBridge the right to refer to you, and utilize your name, logo, marks, or identity for publicity purposes, including but not limited to MindBridge’s website, social media feeds, slide decks, customer lists, case studies, collaborative video testimonials, or press releases.

5. LICENSE OF SUBSCRIBER CONTENT TO MINDBRIDGE

5.1: We do not claim any ownership interest in your Subscriber Content, but we do need the right to use your Subscriber Content to the extent necessary to operate and provide the Services. Therefore, by posting or distributing Subscriber Content to or through the Services, you (a) hereby grant to MindBridge and its affiliates, subsidiaries and service providers a non-exclusive, royalty-free right to use, store, and transmit such Subscriber Content in order to provide the Services (except as otherwise expressly provided for below); and (b) represent and warrant that (i) you own and control, or have obtained, all of the rights, licenses, consents, permissions, power, and/or authorities necessary in the Subscriber Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that Subscriber Content, to or through the Services, and (ii) the use and posting or other transmission of such Subscriber Content to or through the Services does not violate these Terms and will not violate any rights of or cause injury to any person or entity (whether through infringement of intellectual property rights, breach of applicable privacy and personal information laws or otherwise).

 5.2: It is part of the nature of the Services that the algorithms used in the Service continue to be updated and adjusted as different patterns are identified. Such patterns may be identified by us as a result of analysis of your Subscriber Content. You hereby acknowledge and agree that MindBridge is entitled to collect and retain any anonymized derivatives or results of any analysis of your Subscriber Content (but excluding any actual Subscriber Content) for the purpose of improving the Service or making additions, adjustments or modifications to any algorithm (“Learnings”). MindBridge shall retain all intellectual property rights to such Learnings and, without limiting the foregoing, you acknowledge that (a) we (including all of our successors and assigns) may freely use any Learnings without any restrictions; and (b) you are not entitled to receive any compensation or re-imbursement of any kind in respect of any Learnings. 

6. LICENSE OF MINDBRIDGE CONTENT TO YOU

6.1: Subject to the rights and restrictions set out in the applicable Order Form, MindBridge grants to Subscribers a limited, revocable, non-exclusive, non-sublicensable license to access the Services during the term set out in such Order Form and to view, copy and print the portions of the MindBridge Content made available to them through the Services. Such license is subject to these Terms, the applicable Order Form and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the MindBridge Content for your own use or, in respect of reports generated by the MindBridge Content for Subscriber’s customers, for such Subscriber’s customers’ use; (ii) you may not modify or otherwise make derivative works of the MindBridge Content, or reproduce, distribute or display the MindBridge Content (except for page caching), except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the MindBridge Content; (iv) you may not use any site search/retrieval application, data mining, robots, spiders, scraping or similar data gathering or extraction methods; (v) you may not use the Services or the MindBridge Content other than for their intended purpose; and (vi) your use of any MindBridge Content, in addition to being subject to these Terms, is subject to any disclaimers, restrictions on use or conditions set out therein.

 6.2:  Any use of any portion of the MindBridge Content or Services except as expressly permitted herein is strictly prohibited and will terminate the licenses granted to you in this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by MindBridge at any time, subject to the terms of, and expires upon the termination of, this Agreement.

6.3: You represent and warrant that (a) your use of the Services and the MindBridge Content will be consistent with the licenses granted herein and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties or violate any applicable law; (b) you will not,  use the Services or the MindBridge Content to make decisions regarding the provision of credit, insurance, employment or continued employment, or other benefits to your customers or other individual, or for other purposes restricted or regulated by applicable law; (c) your use of the Services and MindBridge Content, and related submission of personal information or other data to us, will comply with all applicable laws; and (d) any use of the Service by you or by any third party to whom you provide information based on the Services is for informational purposes only and is not intended to replace or supplant the diligence or professional judgement of an expert in the applicable field.

7. NON-PRODUCTION ENVIRONMENT

“Non-Production Environment” means a part of the Service that allows Subscribers to use the Service for non-commercial testing and education purposes only. As part of your license, you will be given access to a Non-Production Environment of the Service. The Service capabilities provided in the Non-Production Environment may be limited or restricted in MindBridge’s sole discretion. Except for pre-existing development and interoperability documentation that MindBridge makes generally available to Subscribers, MindBridge does not provide any support for the use of the Non-Production Environment. You may purchase development-related support from MindBridge as a professional service. NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE NON-PRODUCTION ENVIRONMENT IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND.

8. USING THE MINDBRIDGE APPLICATION

Subject to the terms and conditions of these Terms, the applicable Order Form and your payment of the applicable fees, we grant to Subscribers a limited, nonexclusive, non transferable, non-sublicensable, internal license to access the Application and use the Services for your internal business purposes. The Application contains trade secrets of
MindBridge and you shall not reverse engineer, disassemble, reverse translate, decompile or in any other manner decode the Application except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary; provided that, if applicable law permits any of the foregoing activities in respect to the App, you may only attempt any such activities after you have requested the necessary information in writing from MindBridge and MindBridge has failed to make such information available to you within a reasonable period of time. You
acknowledge and agree that no rights with respect to the source code of the Application are granted to you. You shall not distribute, lease, rent, grant a security interest in, assign or otherwise transfer the App. You shall not modify or create any derivative works of the Application or merge all or any part of the Application with another program. You shall not disclose any performance, benchmarking or feature-related information about the App. You further agree not to disclose, transfer or otherwise provide to any third party any portion of the Application except as explicitly permitted herein. Except as this Agreement expressly permits, you shall not, and shall not permit any other person to:

• modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Application;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application to any person, including on or in connection with the Internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
• bypass or breach any security device or protection used for or contained in the Application;
• use the Application in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law;
• use the Application for purposes of: (i) benchmarking or competitive analysis of the Application; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to our detriment or commercial disadvantage;
• use the Application in or in connection with the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications or any other use or application in which the use or failure of the Application could lead to personal injury or severe physical or property damage;
• use the Application in any manner or for any purpose or application not expressly permitted by this Agreement; or
• allow any third party to have access to or use any portion whatsoever of the App, except as expressly provided herein.

9. USE OF MINDBRIDGE API

9.1: This Section contains terms and conditions applicable to your use of the MindBridge API, including without limitation through a website or application created by you. The MindBridge API may be used for purposes of including MindBridge Content in Subscribers’ MindBridge API Implementation, to upload your Subscriber Content to the MindBridge Application, or for such other purposes as permitted by MindBridge from time to time. If you are a Subscriber and you procure a third party to develop an application that uses the MindBridge API for you, this Section applies to both your and their use of the MindBridge API, and you are responsible for their compliance with this Section to the same extent as though you were developing the MindBridge API Implementation yourself. The license set forth in Section 6 applies to your use of MindBridge Content (but not the MindBridge API), and this Section applies to your use of the MindBridge API.

9.2: MindBridge grants to you a limited, non-transferable, revocable, non-exclusive, non sublicensable license to use only the MindBridge API as provided by MindBridge, in the manner permitted by the Terms. This limited license is subject to the usage restrictions set forth in Section 6, and any further restrictions set out in your terms of use and privacy policy agreed to by the Subscriber. If you do not present terms of use and a privacy policy to your customers upon their use of your MindBridge API Implementation, you may not use the MindBridge API in connection with a MindBridge API Implementation.

9.3: Your use of the MindBridge API is also subject to the following restrictions. You may not:

• interfere or attempt to interfere in any manner with the proper workings of the MindBridge API, or create or distribute any MindBridge API Implementation that adversely affects the functionality or performance of the Services or adversely impacts the behavior of other applications using the MindBridge API;
• misrepresent your identity or intentions when communicating with us in relation to the MindBridge API, use the developer credentials licensed to a different individual or entity, allow your credentials to be used by others or mask your usage of the MindBridge API;
• use the MindBridge API in association with, or as a component of, any website that in the sole discretion of MindBridge is determined to be obscene or otherwise inappropriate;
• use the MindBridge API for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
• use the MindBridge API in any manner or for any purpose that violates any law or regulation, any right of any person, including, but not limited to, intellectual property rights, rights of privacy or rights of personality;
• replicate, in whole or in part, the “look and feel” of MindBridge with your MindBridge API Implementation;
• include in your MindBridge API Implementation a combination of visual, design or functional elements that could reasonably be expected to cause confusion between MindBridge and your MindBridge API Implementation among users;
• disparage or otherwise negatively represent MindBridge in your MindBridge API Implementation;
• use the MindBridge API for any application that attempts to replace or replicate the essential user experience or functionality of the Services;
• reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof except in compliance with the provisions of Section 8 above;
• circumvent or render ineffective any IP address-based functionality or restriction imposed by the Services;
• circumvent technological measures to prevent direct database access, nor manufacture tools or products to that effect;
• build conversion functionality that converts MindBridge Content from the Services to a competing product or service; or
•  at any time you are operating your MindBridge API Implementation and for a period of one (1) year following termination of this Agreement, solicit, interfere with or endeavor to entice away from us any of our Subscribers, to the extent such a restriction is not prohibited by applicable law.

 9.4: You agree to carefully monitor your use of the MindBridge API and ensure that it remains within reasonable operational limits for both your own server capacity and for ours. You acknowledge and agree that we may impose or adjust the limit on the number of transactions you may send or receive through the Service; such fixed upper limits may be set by us at any time, at our discretion.

 9.5: MindBridge has no responsibility to any person for any use or misuse of any MindBridge Content obtained through the MindBridge API, except where resulting from the gross negligence or intentional misconduct of MindBridge, or MindBridge’s violations of the terms of this Agreement. If you are a Subscriber, you should consider carefully whether you wish to give access to your Subscriber Content through the MindBridge API. If you wish to revoke access to your Subscriber Content through the MindBridge API, you should change your MindBridge API key or revoke authorization of the MindBridge API Implementation to your Subscriber Content.

 9.6: MindBridge may monitor your use of the MindBridge API for any lawful and appropriate reason, including, but not limited to: quality assurance, the improvement of MindBridge products and services, and for verification of your compliance with these Terms. You shall not interfere with such monitoring or otherwise obscure from MindBridge any aspect of your use of the MindBridge API.

10. SUBSCRIBER SECURITY

10.1: MindBridge will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Data and the Services as provided for in Section 2 above. MindBridge provides the MindBridge API to facilitate the use of the Services with other services on the Internet. If a third party is authorized through your MindBridge account to have access to your Subscriber Content through the MindBridge API, we cannot control and are not responsible or liable for any damages or loss caused by the third party in its use of your Subscriber Content.

 10.2:  Subscribers shall implement and enforce the security of the systems they use to access the Services through reasonable technical, organizational, and physical safeguards including without limitation a policy specifying the types of end systems used to access the Services and the controls required on the end systems. Such safeguards and policy shall without limitation (i) protect the confidentiality and integrity of data uploaded to and downloaded from the Services, (ii) protect the confidentiality and integrity of Subscriber credentials, and (iii) prevent the end systems from being used as a platform to attack the Services.

11. DATA MIGRATION, CONVERSION AND INGESTION
    ASSISTANCE

11.1: MindBridge may from time to time agree to provide certain data migration, ingestion and/or conversion services to Subscribers in connection with their use of the Services (the “Data Services”), which may be subject to an additional fee agreed to in writing. In such event, the terms of this Section 11 shall apply.

 11.2: Any data or information that you provide access to for the purpose of the Data Services shall be considered to be Subscriber Content as defined in Section 4 of these Terms, and these Terms shall apply accordingly.

 11.3: Data processed through the Data Services may be reformatted or otherwise modified, as agreed in advance, for the purpose of use with the Services.

 11.4: You understand that it is your responsibility to take appropriate measures to isolate and backup your data and files and to take such other actions necessary to protect your files and data. MindBridge shall not be liable to you in the event that any data that you provide to MindBridge is corrupted, erased or otherwise adversely affected.

 11.5: In addition or as an alternative to the above, Subscriber may request that a Reseller provide such Data Services. Access by a Reseller to the Subscriber Content of a Subscriber is subject to Subscriber authorizing such access through the Service. The provision of such Data Services by a Reseller is outside of the terms of this Agreement, and the Subscriber must enter into a separate agreement with Reseller to govern such relationship. MindBridge expressly disclaims all responsibility for, and Subscriber waives any claim against MindBridge in respect of and agrees to hold MindBridge harmless from, any act or omission by Reseller in providing such Data Migration Services.

12. NON-MINDBRIDGE APPLICATIONS

The Services may contain features designed to interoperate with software application functionality that is provided by Subscriber or by a third party which is separately subscribed to by Subscriber (“Non-MindBridge Applications”). MindBridge cannot guarantee the continued availability of such interoperation features, and may cease providing them without entitling Subscriber to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-MindBridge Application ceases to make the Non-MindBridge Application available for interoperation with the corresponding Service features in a manner acceptable to MindBridge. Any exchange of data between Subscriber and any Non-MindBridge Application provider, product or service is solely between Subscriber and the applicable Non-MindBridge Application provider. Use of any Non-MindBridge Application is solely at Subscriber’s risk. MindBridge does not warrant or support Non-MindBridge Applications or other Non-MindBridge products or services, whether or not they are designated by MindBridge as “certified” or otherwise, unless expressly provided otherwise in an Order Form. MindBridge is not responsible for any disclosure, modification or deletion of Subscriber Data resulting from access by such Non-MindBridge Application or its provider.

13. SUPPORT, MAINTENANCE AND PROFESSIONAL SERVICES

Basic support is provided by MindBridge as set out at  https://www.mindbridge.ai/supportplan/. We may agree to provide you with additional support, maintenance and/or professional services from time to time. Any such additional services shall only be provided by express written agreement between us and you or Reseller and you and shall be subject to both the terms of this Agreement (where they shall be deemed to form part of the Services) and such other express agreement.

14. WARRANTY DISCLAIMER

14.1: YOUR ACCESS TO AND THE USE OF THE MINDBRIDGE CONTENT AND THE SERVICES ARE PROVIDED TO YOU AT YOUR OWN RISK AND ON AN “AS IS” BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS FROM MINDBRIDGE OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN. MINDBRIDGE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT. MINDBRIDGE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE CONTENT OR THE SERVICES ARE COMPLETELY ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.  WHILE MINDBRIDGE TAKES REASONABLE MEASURES TO SECURE THE SERVICES, MINDBRIDGE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE CONTENT OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 14.2: WITHOUT LIMITING THE PROVISIONS OF SECTIONS 14.1 AND 14.3, MINDBRIDGE DOES NOT REPRESENT OR WARRANT ANY GUARANTEED RESULT, INCLUDING IN PARTICULAR BUT WITHOUT LIMITATION THAT ANY ANALYSIS OR PROCESSING OF DATA BY OR THROUGH THE SERVICES WILL IDENTIFY ALL OR ANY INSTANCES OF ANOMALIES THAT MAY OTHERWISE BE CAPABLE OF DETECTION THROUGH AUDIT AND OTHER ANALYSIS OF SUCH DATA AND THAT ANY OUTPUT FROM THE SERVICES ARE
ACCURATE, REPRESENTATIVE OR CAPABLE OF BEING RELIED UPON AS AT THE TIME OF THEIR INITIAL PUBLICATION OR ANY SUBSEQUENT TIME. THE SERVICES ARE PROVIDED AS AN ADJUNCT TOOL FOR USE IN CONNECTION WITH OTHER AUDIT AND ANALYSIS TOOLS AND ARE NOT REPRESENTED BY MINDBRIDGE AS BEING CAPABLE OR APPROPRIATE FOR USE IN THE REPLACEMENT OF HUMAN-DRIVEN AUDIT SYSTEMS. THE SUBSCRIBER IS RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY FINDINGS PRODUCED BY THE SERVICES.

 14.3: WHERE THE SERVICES GENERATE ANY FORM OF INDICATORS (INCLUDING, WITHOUT LIMITATION, ANY INDICATORS THAT (I) INDICATE A RISK LEVEL IN RESPECT OF ANY PROBABILITY OF ANOMALIES; OR (II) ARE USED TO DISPLAY ANY RESULTS WHERE THE PROBABILITY OF ANOMALY IS ONE OF THE DETERMINING FIELDS IN SELECTING SUCH RESULTS), YOU ACKNOWLEDGE THAT SUCH INDICATORS ARE AUTOMATED ESTIMATES THAT, BY THEIR NATURE, MAY NOT BE ACCURATE. ACCORDINGLY, WITHOUT LIMITING THE PROVISIONS OF SECTIONS 14.1 AND 14.2 ABOVE, MINDBRIDGE DOES NOT REPRESENT OR WARRANT THAT ANY INDICATORS OR RESULTS GENERATED BY THE SERVICES (INCLUDING WITHOUT LIMITATION ANY ANOMALY PROBABILITY INDICATORS) ARE ACCURATE OR REPRESENTATIVE OR CAPABLE OF BEING RELIED UPON.

 14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE MINDBRIDGE ENTITIES, THROUGH THE SERVICES, OR MINDBRIDGE EMPLOYEES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN

15. LIMITATION OF LIABILITY; INDEMNITY

15.1:  YOU WAIVE AND SHALL NOT ASSERT, NOR SHALL YOU CAUSE ANY THIRD PARTY TO WHOM YOU PROVIDE ANY MINDBRIDGE CONTENT TO ASSERT, ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST MINDBRIDGE, ITS AFFILIATES OR SUBSIDIARIES, THEIR SPONSORS, CONTRACTORS, ADVERTISERS, VENDORS OR OTHER PARTNERS, ANY OF THEIR SUCCESSORS OR ASSIGNS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, THE “RELEASED PARTIES”) ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF OR OTHERWISE CONNECTED TO THE WEBSITE, THE CONTENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO INFRINGEMENT OF PROPRIETARY RIGHTS, OR ALLEGATIONS THAT ANY RELEASED PARTY HAS OR SHOULD INDEMNIFY, DEFEND, OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM (I) ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE WEBSITE, THE CONTENT OR THE SERVICES; (II) ANY CLAIM REGARDING DATA LOSS OR DATA CORRUPTION; (III) ANY CLAIM ASSERTING THAT THE SERVICES OR THE CONTENT WERE OR ARE INACCURATE, OR OUGHT TO HAVE BEEN RELIED UPON FOR ANY PURPOSE; OR (IV) ANY OTHER FORM OF CLAIM. YOU AGREE THAT YOU USE THE WEBSITE, THE CONTENT AND THE SERVICES AT YOUR OWN RISK.

 15.2: WITHOUT LIMITATION OF THE FOREGOING, AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER MINDBRIDGE NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN A ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE WEBSITE, THE CONTENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON THE WEBSITE, THE CONTENT OR THE SERVICES OR OTHER INFORMATION OBTAINED FROM MINDBRIDGE OR ANY OTHER RELEASED PARTY OR ACCESSIBLE VIA THE WEBSITE, THE CONTENT OR THE SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MINDBRIDGE OR ANY OTHER RELEASED PARTY’S RECORDS, PROGRAMS OR SERVICES.

 15.3: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MINDBRIDGE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE WEBSITE, THE CONTENT OR THE SERVICES EXCEED IN ANY CONTRACT YEAR THE TOTAL SUMS PAID BY YOU FOR ACCESS TO OR USE OF THE WEBSITE, THE CONTENT OR THE SERVICES, AS THE CASE MAY BE, IN SUCH CONTRACT YEAR IN WHICH THE BREACHES OCCURRED. A “CONTRACT YEAR” MEANS A TWELVE- (12)-MONTH PERIOD COMMENCING WITH THE DATE OF THE AGREEMENT OR ANY ANNIVERSARY OF IT.

 15.4: YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS MINDBRIDGE AND THE OTHER RELEASED PARTIES FROM ANY AND ALL LOSS, DAMAGES, LIABILITIES, COSTS, EXPENSES, CLAIMS AND PROCEEDINGS ARISING OUT OF ANY CLAIMS MADE BY ANY PERSON THAT ANY OF YOUR SUBSCRIBER CONTENT, AND IF YOU ARE A SUBSCRIBER, YOUR CUSTOMERS’ SUBSCRIBER CONTENT, INFRINGES THE RIGHTS, INCLUDING THE INTELLECTUAL PROPERTY RIGHTS, OF ANY THIRD PARTY.

16. CONFIDENTIALITY

16.1: Each party shall (i) maintain in confidence all Confidential Information (as defined below) of the other party, (ii) use such Confidential Information only for the purpose of exercising its rights and fulfilling its obligations under these Terms and (iii) not disclose any
Confidential Information of the other party to any third party except as expressly permitted hereunder or make any unauthorized use thereof. Each party shall treat the Confidential Information of the other party with the same reasonable degree of care against disclosure and/or unauthorized use as it affords to its own information of a similar nature or a reasonable degree of care, whichever is greater.  Subscriber Data submitted will be treated as a trade secret and shall not be disclosed to any third party (other than a service provider of MindBridge in the course of providing the Service or as otherwise expressly for in this Agreement) for any reason, without Your express authorization.

 16.2: No party shall be bound by obligations restricting disclosure and use set forth in this Agreement with respect to Confidential Information of the other party, or any part thereof, which: (i) was lawfully known or received by the receiving party prior to disclosure without any obligation of confidentiality; (ii) was generally publicly available prior to its disclosure, or becomes generally publicly available other than through a breach of this Agreement by the receiving party; (iii) was disclosed to the receiving party by a third party, provided such
third party, or any other party from whom such third party receives such information, is not in breach of any confidentiality obligation in respect of such information; or (iv) is independently designed and developed by the receiving party without the use of any Confidential Information of the other party or any infringement or misappropriation of any intellectual property or other rights of the other party.

 16.3: If a receiving party is compelled pursuant to legal, judicial or administrative proceedings, or otherwise required by law, to disclose Confidential Information of a disclosing party, the receiving party shall use reasonable efforts to (i) seek confidential treatment for such Confidential Information and (ii) provide prompt prior written notice to the disclosing party to allow the disclosing party to oppose such disclosure or to seek protective or other court orders.

 16.4: If a receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of a disclosing party in breach of the confidentiality provisions in these Terms, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

 16.5: “Confidential Information” means any business, marketing, technical, scientific or other information and Subscriber Data disclosed by either party that, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential, including, in your case, Subscriber Content.

 16.6: The terms of Section 2.1, not the terms of this Section 16, shall apply to the unauthorized use or disclosure of Subscriber Content resulting from a Security Incident.  “Security Incident” means any unauthorized loss, acquisition, destruction, modification, use, disclosure of or access to Subscriber Content (including, without limitation, Subscribers using the System in violation of these Terms, system attacks, penetrations, denial of service attacks, misuses of access and instances of hacking or other unauthorized access or intrusion, virus dissemination or intrusion or unauthorized scans of any part of MindBridge’s or Subscribers’ networks or computing resources or any Subscriber Content installed, running, processed, stored or maintained therein).

17. COMMUNICATION

17.1: Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, including, but not limited to, by contacting you at the email address or phone number that you provide in your Registration Data and/or through notices posted in the dashboard area of your account on the Website or elsewhere on the Website. When we post notices on the Website, we post them in the area of the Website suitable to the notice. It is your responsibility to periodically review the Website for notices.

 17.2: Subscriber grants to MindBridge and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, modify, adapt and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Subscribers relating to the operation of MindBridge’s or its Affiliates’ services.

18. Applicable Law and Venue

18.1: If you are located in the United States, this Agreement will be governed by and construed in accordance with the laws of the State of New York, USA. If you are located in Europe, the Middle East or Africa, this Agreement will be governed by and construed in accordance with the laws of England and Wales. If you are located in any other country or location, this Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The application of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.

 18.2: Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving MindBridge and arising out of or relating to (a) these Terms; (b) the Website, the MindBridge Content or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Website, the MindBridge Content or the Services; or (d) the relationships that result from these Terms or the MindBridge Content or the Services (collectively, a “Claim”), will be referred to and determined exclusively by the competent courts in the territory where the applicable governing law applies (as set forth in Section 18.1 above). Where a Claim will be determined by a court in the State of New York, USA, You hereby waive any right that you may have to request a jury trial with respect to any action brought by you in connection with this Agreement including the Services. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts and agree not to assert any objection to proceeding in such courts.

 18.3: If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify MindBridge and the other Released Parties for your failure to comply with any such laws.

19. TERM AND TERMINATION

19.1. These Terms govern every Subscriber who uses the Services. The term of each
subscription shall be as specified in the applicable Order Form.  Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods (“Renewal Terms”) equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) of non-renewal at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at MindBridge’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

19.2 A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

19.3 If this Agreement is terminated by Subscriber due to breach by MindBridge in accordance with section 19.2 above, MindBridge will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by MindBridge in accordance with section 19.2 above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to MindBridge for the period prior to the effective date of termination.

19.3 If these Terms expire or terminate for any reason, Sections 4 and 14 through to 24 (inclusive) shall survive indefinitely.

20. EXPORT CONTROLS

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. you represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

21. MISCELLANEOUS

This Agreement, together with any other written agreement, between us that expressly incorporates these Terms (if any) constitute the entire agreement between you and MindBridge in respect to the Services, superseding any other agreements or discussions, oral or written, and may not be changed except by a written license agreement with MindBridge or a distributor of MindBridge. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms. The terms and conditions of this Agreement shall prevail over any pre-printed terms on any quotes, orders, purchase orders or purchase order acknowledgements and shall prevail over any other communications between the parties in relation to the Services and the Services shall be licensed pursuant to the terms and conditions of this Agreement hereof unless you have executed a written license agreement with MindBridge or a distributor of MindBridge, in which case the Services shall have been licensed pursuant to the terms and conditions of such written license agreement. You may not assign this Agreement whether voluntarily, by operation of law or otherwise without MindBridge’s prior written consent. MindBridge may assign this Agreement at any time without notice. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and MindBridge.

22. CONTACT

If you have any questions or concerns about this Agreement and/or if you wish to contact MindBridge for any reason, please contact us (email: legal@mindbridge.ai).