Terms & Conditions

1. Introduction

This User License Agreement (“Agreement”) is a legal contract between you (“User” or “you”) and MPS Metalmind AB (“Company,” “we,” or “us”), a Swedish incorporated company, governing your access to and use of our Software-as-a-Service (“Service”). By creating an account or using the Service, you agree to be bound by the terms of this Agreement.

2. Description of Service

The Service is a Retrieval-Augmented Generation (RAG) application that enables you to:

• Log in using your email address.
• Upload documents to create a knowledge base.
• Interact with a language model (LLM)-enabled chat based on the uploaded content.

All data is securely stored in Microsoft Azure, and we utilize Microsoft Azure’s GPT technology.

3. User Accounts

3.1 Registration

• You must create an account by providing accurate and complete information, including a valid email address.
• You are responsible for updating your account information to keep it current.

3.2 Account Security

• You are responsible for maintaining the confidentiality of your login credentials.
• You agree to notify us immediately of any unauthorized use of your account.

4. Subscription and Fees

4.1 Subscription Plans

• The Service is offered on a subscription basis with monthly and annual (discounted) plans.
• Each subscription includes a predefined number of requests per month (“Usage Limit”).

4.2 Additional Requests

• If you exceed your Usage Limit, you may purchase additional requests separately.
• Unused additional requests do not roll over to the next billing period unless specified.

4.3 Payment Terms

• Subscription fees are billed in advance and are non-refundable except as required by law.
• All payments must be made via the payment methods we specify.

4.4 Automatic Renewal

• Subscriptions will automatically renew at the end of each billing cycle unless canceled before the renewal date.
• By subscribing, you authorize us to charge the applicable subscription fees to your payment method on file.

5. User Content

5.1 Ownership

• You retain all rights, title, and interest in and to the documents and content you upload (“User Content”).

5.2 License to Us

• You grant us a non-exclusive, worldwide, royalty-free license to process, store, and transmit your User Content solely for the purpose of providing the Service.

5.3 Responsibility

• You are solely responsible for the legality, reliability, and appropriateness of your User Content.
• You represent and warrant that you have all necessary rights to upload and use the User Content within the Service.

6. Data Protection and Privacy

6.1 Personal Data Processing

• Data Controller: For personal data related to your account information (e.g., email, profile information), we act as a data controller.
• Data Processor: For personal data contained within User Content, we act as a data processor on your behalf.

6.2 Compliance with GDPR

• We comply with the General Data Protection Regulation (GDPR) and other applicable data protection laws.
• We process personal data solely for the purposes of providing the Service and in accordance with this Agreement and our Privacy Policy.

6.3 Data Security

• All data is stored securely in Microsoft Azure data centers.
• We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

6.4 Data Subject Rights

• You have the right to access, rectify, erase, restrict, or object to the processing of your personal data.
• Requests can be made by contacting us at hello@metalmind.ai.

6.5 Data Breach Notification

• In the event of a personal data breach, we will notify you without undue delay after becoming aware of the breach, in accordance with applicable laws.

6.6 International Data Transfers

• Personal data may be transferred and processed in countries outside the European Economic Area (EEA).
• Such transfers will only occur if adequate protections are in place, as required by GDPR.

7. Intellectual Property Rights

7.1 Company Materials

• All rights, title, and interest in and to the Service and its components (excluding User Content) are owned by us or our licensors.
• The Service is protected by intellectual property laws and treaties.

7.2 License Grant

• We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with this Agreement.

7.3 Restrictions

• You shall not:
• Copy, modify, or create derivative works of the Service.
• Reverse engineer, decompile, or disassemble the Service.
• Remove or alter any proprietary notices.

8. Acceptable Use Policy

8.1 Prohibited Activities

• You agree not to use the Service to:
• Violate any applicable laws or regulations.
• Infringe upon the intellectual property rights of others.
• Upload or transmit harmful or malicious content.
• Engage in harassment, discrimination, or any abusive behavior.

8.2 Enforcement

• We reserve the right to investigate and take appropriate legal action against anyone who violates this Acceptable Use Policy, including suspending or terminating accounts without notice.

9. Termination

9.1 By You

• You may terminate your account at any time by cancelling your subscription inside the Service.

9.2 By Us

• We may suspend or terminate your access to the Service if you breach any terms of this Agreement.

9.3 Effects of Termination

• Upon Termination by You:
• You will continue to have access to the Service until the end of your current subscription period.
• No refunds will be provided for the remaining subscription period unless required by law.
• Upon Termination by Us Due to Your Breach:
• We may immediately suspend or terminate your access to the Service.
• You will not be entitled to any refund for the unused portion of your subscription.

10. Limitation of Liability

• To the fullest extent permitted by law, we shall not be liable for:
• Any indirect, incidental, special, consequential, or punitive damages.
• Any loss of profits, revenue, data, or data use.
• Our total liability for any claim arising out of or relating to this Agreement shall not exceed the total amount paid by you to us in the twelve (12) months preceding the claim.

11. Disclaimers

• The Service is provided on an “as is” and “as available” basis.
• We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

12. Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law provisions.
• Any disputes arising out of or relating to this Agreement shall be resolved in the courts of Sweden.

13. Changes to this Agreement

• We reserve the right to modify this Agreement at any time.
• Changes will be effective immediately upon posting on our website or within the Service.
• Your continued use of the Service after any changes constitutes your acceptance of the new terms.

14. Miscellaneous

14.1 Entire Agreement

• This Agreement constitutes the entire agreement between you and us regarding the use of the Service and supersedes all prior agreements.

14.2 Severability

• If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.3 Waiver

• The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

15. Contact Information

For any questions or concerns regarding this Agreement, please contact us at:

MPS Metalmind AB
Address: Torshamnsgatan 28, 164 40 Kista, Sweden
Email: hello@metalmind.ai

1. Introduction

This Data Processing Addendum (“Addendum”) supplements the User License Agreement and reflects the parties’ agreement with regard to the processing of personal data in accordance with GDPR and other applicable data protection laws.

2. Definitions

• Controller: The entity that determines the purposes and means of processing personal data.
• Processor: The entity that processes personal data on behalf of the Controller.
• Data Subject: An identified or identifiable natural person.
• Personal Data: Any information relating to a Data Subject.

3. Subject Matter and Duration

• Subject Matter: Processing of Personal Data as necessary to provide the Service.
• Duration: This Addendum remains in effect as long as we process Personal Data on your behalf.

4. Nature and Purpose of Processing

• Nature: Collection, storage, retrieval, and transmission of Personal Data.
• Purpose: Solely to provide the Service in accordance with the Agreement.

5. Obligations of the Company (Processor)

5.1 Processing Based on Your Use

• We process Personal Data based on your use of the Service. By uploading User Content, you instruct us to process Personal Data contained within that content solely for the purpose of providing the Service.

5.2 Compliance with Laws

• We will comply with all applicable data protection laws in the processing of Personal Data.

5.3 Confidentiality

• Ensure that personnel authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

5.4 Security Measures

• Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption, access controls, and regular security assessments.

5.5 Subprocessors

• Use of Subprocessors: We may engage subprocessors to assist in providing the Service.
• Liability: We remain fully liable for the subprocessors’ performance of obligations.
• List of Subprocessors: A list of our current subprocessors is available upon request.
• Notification of Changes: We will notify you of any intended changes concerning the addition or replacement of subprocessors.

5.6 Assistance with Data Subject Rights

• Assist you, insofar as possible, in fulfilling obligations to respond to Data Subject requests under GDPR, including access, rectification, erasure, restriction, portability, and objection rights.

5.7 Data Breach Notification

• Notify you without undue delay after becoming aware of a Personal Data breach, providing sufficient information to allow you to meet any obligations to report or inform Data Subjects.

5.8 Data Protection Impact Assessments

• Provide reasonable assistance to you in carrying out data protection impact assessments and prior consultations with supervisory authorities, as required by GDPR.

5.9 Deletion or Return of Data

• Upon termination of the Agreement, we will, at your choice, delete or return all Personal Data, unless retention is required by law.

5.10 Audit Rights

• Make available to you all information necessary to demonstrate compliance with our obligations under this Addendum.
• Allow for and contribute to audits, including inspections, conducted by you or an auditor mandated by you, at your expense.

6. Obligations of the User (Controller)

• Lawful Basis: You confirm that you have a lawful basis for processing and providing Personal Data to us.
• Instructions: You will not instruct us to process Personal Data or use the Service in a manner that would violate applicable laws.
• Accuracy: You are responsible for the accuracy, quality, and legality of Personal Data provided.

7. International Data Transfers

• Personal Data may be transferred outside the EEA in accordance with GDPR requirements.
• We will ensure that appropriate safeguards are in place for such transfers, such as Standard Contractual Clauses or other lawful transfer mechanisms.

8. Instructions by the User

• Implicit Instructions: By using the Service and uploading User Content, you provide us with instructions to process Personal Data as necessary to provide the Service.
• Scope of Instructions: Your instructions are limited to processing Personal Data for the purposes set out in the Agreement and this Addendum.

9. Governing Law

• This Addendum shall be governed by the laws of Sweden, reflecting the GDPR requirements.

Acceptance

By using the Service, you acknowledge that you have read, understood, and agree to be bound by this User License Agreement and the Data Processing Addendum.