Last Updated: November 21, 2024
This End User License Agreement (“Agreement”) is a legal agreement between you (“User”) and DataMantis LLC, a Texas limited liability company with its principal office located at 5900 Balcones Dr., Ste. 100, Austin, TX 78731 (“Company”), governing User’s access to and use of the MantisAI software-as-a-service platform (“Platform”). By accessing or using the Platform, User agrees to be bound by the terms of this Agreement.
IF USER DOES NOT AGREE TO THESE TERMS, USER MAY NOT ACCESS OR USE THE PLATFORM.
1. License Grant and Restrictions
1.1 License Grant
Company grants User a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for User’s internal business purposes in accordance with this Agreement. User agrees to be bound by all agreements which constitute Company’s or MantisAI’s Terms of Service, and User agrees that the “Terms of Service” means all agreements linked herein and includes the Fee Agreement, Privacy Policy, and Terms of Use.
1.2 Restrictions
User agrees that it will not do any of the following:
(a) sublicense, sell, rent, lease, or distribute access to the Platform;
(b) reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Platform, or otherwise attempt to discover the underlying ideas, algorithms, or proprietary aspects of the Platform;
(c) make any derivative work from the Platform by any modification, attempt at enhancement or improvement, adaptation, or other means;
(d) use the Platform for any unlawful purpose;
(e) access or use the Platform in a manner that violates applicable laws, regulations, Company’s rights, or any third-party’s rights;
(f) use the Platform to create deceptive content, including but not limited to prompting or generating data which indicates factual occurrences which have not actually occurred (absent conspicuous marking, whether by disclaimer, watermark, or metadata);
(g) cause damage to the Platform, whether via malware, network interference, overloading, spamming, interfering with others’ use of the Platform, or otherwise; and
(h) use the Platform to create a competing product or service.
1.3 Content Acknowledgement
User acknowledges and agrees that Company may collect, store, and use data about or derived from User, or other users of the Platform, to the extent permitted by applicable law, including, but not limited to, the purposes of improving the Platform or monitoring and maintaining it.
1.5 Nonexclusive Remedies
User’s violation of the restriction in this section shall entitle Company to take a variety of actions, including but not limited to restriction of User’s access to part or all the Platform.
2. Intellectual Property Rights
2.1 Ownership
The Platform, including but not limited to all software, code, algorithms, text, graphics, logos, designs, user interfaces, and other content, is owned by Company and protected by copyright, trademark, and other intellectual property laws.
2.2 Prohibited Uses
User may not reproduce, modify, adapt, distribute, or display any part of the Platform without prior written permission from Company. Any unauthorized use constitutes a violation of applicable copyright laws and this Agreement.
2.3 Open Source Components
User acknowledges and accepts that the Platform may include open source components and or licenses from third parties that govern the use of such components, and User agrees to fully comply and be bound to all such licenses, duties, and obligations related thereto.
2.4 User Content
By accessing and/or interfacing with the Platform, User grants Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, license to use, adapt, create derivative works, distribute, edit, incorporate, modify, publish, sublicense, transfer, translate, sublicense, date inputted into the Platform or derived therefrom. Company shall have the right to utilize such data, in whatever form, for any legal purpose and in any form, whether presently existing or developed in the future. User waives all “moral rights” to such data.
2.5 Links
User acknowledges and agrees that through its use of the Platform or Company’s services, that it may be provided with access or links the third-party content or sites over which Company has no control and for which Company shall have no liability to User, and as such User, via its use of the Platform and/or services, waives and relieves Company of all liability with regard to User’s access to and use of any third-party site, materials, or data.
3. User Obligations
3.1 Account Security
User is responsible for maintaining the security its account, including its credentials (i.e. username and password) and for all activities that occur under User’s account. User shall keep its account information up to date with Company. In the event that User becomes aware of, or suspects, any issue relating to the integrity and security of its account that it will immediately provide notice to Company in writing. User is prohibited from sharing or disclosing its username and/or password for the Platform to any third-party.
3.2 Compliance
User agrees to use the Platform in compliance with all applicable laws, rules, and regulations.
3.3 Infringement Acknowledgement
Company and User agree and acknowledge that in the event of a third-party claim that the User’s use of the Platform infringes on any third party’s intellectual property rights, that User, and not Company, will be responsible for all activity and costs related to investigation, defense, settlement, resolution, and payment on any claim of intellectual property infringement. User agrees to notify Company in writing of any asserted claim relating to its use of the Platform.
3.4 Equipment
User is solely responsible for ensuring the compatibility of its own systems with the Platform, including but not limited to hardware and software, internet access, browsers, electricity, and physical requirements.
3.5 Responsibility for Use of Platform and Platform-derived Data
User acknowledges and agrees that Company shall not be responsible for User’s utilization of any data derived from the Platform or any interpretation thereof. No obligation or liability shall be imposed upon Company based upon data provided to User via the Platform, and User shall be solely responsible for any consequences arising out of User’s usage, or publication, of data generated from the Platform.
4. Disclaimer of Accuracy of Information
While the Company endeavors to provide accurate and reliable information through its Platform, USER ACKNOWLEDGES THAT THE INFORMATION PROVIDED BY THE COMPANY’S SERVICES MAY NOT ALWAYS BE ACCURATE, COMPLETE, OR UP TO DATE. The Company disclaims all liability for errors or omissions, for any reliance User places on the information provided through the Platform, and for any and all losses or damages resulting therefrom.
5. Fees and Payment
5.1 Subscription Fees
User’s access to the Platform may require payment of subscription fees, as outlined in User’s order form or Terms of Service, which are incorporated herein, and may be updated by Company from time to time.
5.2 Payment Terms
Payments are due in accordance with the terms specified during User’s subscription purchase. Failure to pay fees may result in suspension or termination of User’s access to the Platform.
6. Confidentiality
User agrees to maintain the confidentiality of any non-public information disclosed by Company to User in connection with User’s access to, or use of, the Platform.
7. Termination
7.1 Termination by Company
Company may terminate this Agreement or suspend User’s access to the Platform at any time if User violates its terms. Company retains the sole and absolute discretion to terminate this Agreement for any reason or no reason and restrict access to the Platform.
7.2 Effect of Termination
Upon termination, User must immediately cease using the Platform and Company may immediately suspend or terminate access to the Platform.
8. DISCLAIMERS AND LIMITATION OF LIABILITY
8.1 DISCLAIMER OF WARRANTIES
USER ACKNOWLEDGES AND AGREES THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS THEY ARE ALL DISCLAIMED BY COMPANY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. USER’S ACCESS TO THE PLATFORM AND USE THEREOF ARE AT ITS SOLE RISK AND DISCRETION. COMPANY DISCLAIMS AND MAKES NO WARRANTY AS TO ACCESS TO THE PLATFORM, USER’S UNINTTERRUPED USE THEREOF, OR DATA DERIVED THEREFROM.
8.2 LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DATA LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY EXCEED THE AMOUNTS PAID BY USER TO THE COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
8.3 INDEMNIFICATION
USER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNS) FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR IN CONNECTION WITH ANY OF (I) THE INJURY OF OR DAMAGE TO ANY PERSON OR REAL OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT SUCH INJURY OR DAMAGE IS PROXIMATELY CAUSED BY THE NEGLIGENCE, ACTIONS OR INACTIONS OF USER OR USER’S EMPLOYEES OR AGENTS, (II) USER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, (III) THE RELIABILITY ACCURACY OR LEGITIMACY OF DATA ENTERED INTO THE PLATFORM OR GENERATED BY IT (IV) THE USER’S ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND (V) USER’S WILLFUL MISCONDUCT, INTENTIONAL ACTIONS, NEGLIGENT ACTIONS, AND/OR BREACH OF THIS AGREEMENT.
9. Governing Law and Dispute Resolution
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
9.2 Dispute Resolution
Any disputes arising under this Agreement shall be resolved through binding arbitration in Dallas, Texas, in accordance with the rules of the American Arbitration Association. Each party shall bear its own costs and attorney’s fees, unless otherwise awarded based on the law.
10. General Provisions
10.1 Entire Agreement
This Agreement, with its incorporated Terms of Service materials, constitutes the entire agreement between User and Company regarding the Platform and supersedes all prior agreements.
10.2 Amendments
Company reserves the right to modify this Agreement at any time. Continued use of the Platform after changes are posted constitutes User’s acceptance of the modified terms.
10.3 Severability
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Company and User agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement. An applicable authority determining the unenforceable aspect of the agreement shall ‘blue pencil’ such provision consistent with this paragraph.
10.4 No Waiver
Failure by the Company to enforce any provision of this Agreement shall not constitute a waiver of its rights under that provision or any other provision.
10.5 Force Majeure
Company shall not be responsible for any breach of this Agreement or otherwise be held liable to User for any delay in performance, or non-performance, of its obligations under this agreement which are caused by or due to, in whole or in part, acts of God, labor disputes, weather, riot, disaster, pandemic, governmental restrictions, emergencies, terrorism, or other occurrence outside the reasonable control of Company.
BY (1) ACCESSING THE PLATFORM, (2) SIGNING THIS AGREEMENT, OR (3) CLICKING AN AGREE BUTTON OR LINK REGARDING THIS AGREEMENT, USER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.