Terms & Conditions

Last updated: January 10, 2025

1. Acceptance of Terms

By accessing or using the service provided by MentrAI ("Company", "we", "our", "us"), you ("Customer", "you", "your") agree to be bound by these Terms & Conditions (the "Terms"). If you do not agree, you must not use the Service.

2. Definitions

  • Service: The software-as-a-service platform offered by the Company, including documentation, updates, modifications, enhancements, new modules.
  • Customer Data: Data, content or information uploaded, submitted or generated by you or your users in connection with the Service.
  • User: An individual authorised by you to use the Service under your account.
  • Subscription Term: The duration of your subscription as set forth in your order or quote.
  • Fees: The subscription and other charges payable by you for access to the Service.

3. Subscription License & Use

  • The Company grants you a non-exclusive, non-transferable right during the Subscription Term to access and use the Service for your internal business purposes only.
  • You may not, unless explicitly permitted: copy, modify, reverse-engineer, decompile, create derivative works of the Service.
  • You are responsible for keeping your login credentials secure and for all use of your account.

4. Customer Obligations

  • You shall use the Service in compliance with all applicable laws and these Terms.
  • You shall ensure that any Customer Data you provide does not infringe third-party rights and that you have all rights and consents necessary.
  • You shall not use the Service for prohibited or unlawful activities (spam, malware, infringing content, etc.).

5. Fees, Payment & Taxes

  • You agree to pay all Fees in the currency and manner specified in your order.
  • All Fees are exclusive of taxes; you are responsible for any applicable taxes (except the Company's income taxes).
  • If you fail to pay by the due date, we may suspend access until payment is made.

6. Service Level, Maintenance & Support

  • We will use commercially reasonable efforts to make the Service available. You acknowledge that occasional interruptions may occur.
  • We may perform scheduled maintenance and may change or discontinue features, giving notice where reasonably possible.

7. Intellectual Property

  • The Service and all intellectual property rights in the Service (software, design, documentation) remain our property (or our licensors).
  • You (the Customer) own the Customer Data. We may use anonymised/aggregated usage data for analysis and improvement.

8. Confidentiality

Each party shall keep confidential the other's Confidential Information and shall not disclose it to third parties except as permitted (e.g., employees, affiliates under similar obligations). Confidential Information does not include information that is public, independently developed or rightfully acquired without confidentiality obligations.

9. Data Protection & Security

  • As the Company, we will implement reasonable administrative, technical and physical safeguards to protect Customer Data.
  • You are responsible for (a) ensuring your users access credentials are secure; (b) ensuring your use of the Service and the Customer Data you upload comply with applicable data protection laws.
  • We will cooperate with reasonable requests from you to enable you to comply with data subject rights under GDPR.

10. Warranties; Disclaimer

We warrant that we will provide the Service in a professional and workmanlike manner.

EXCEPT FOR THE ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability

  • To the maximum extent permitted by applicable law, our aggregate liability for all claims arising from or related to the Service shall not exceed the total Fees paid by you in the 12 months preceding the event giving rise to the claim.
  • In no event shall we be liable for indirect, incidental, special or consequential damages, loss of profits, data, or business interruption.

12. Indemnification

  • You will indemnify and hold harmless the Company from any third-party claim arising out of: (a) your use of the Service in violation of these Terms; (b) your Customer Data or your users; (c) your breach of any warranties, representations or obligations under these Terms.

13. Term, Renewal & Termination

  • The Subscription Term begins on the date specified in your order and continues for the period selected, automatically renewing unless terminated.
  • Either party may terminate: (a) for cause if the other party materially breaches these Terms and fails to cure within 30 days of notice; (b) immediately if the other party becomes insolvent.

14. Modifications to Terms

We may modify these Terms from time to time. We will notify you of material changes (e.g., via email or posting). If you do not agree to the modified Terms, you may terminate your subscription; otherwise, your continued use constitutes acceptance of the modified Terms.

15. Governing Law & Jurisdiction

These Terms will be governed by and construed under the laws of Spain. The parties agree that courts in Madrid, Spain shall have non-exclusive jurisdiction to settle any dispute arising out of or relating to these Terms.

16. Severability & Waiver

If any provision of these Terms is held invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms, any order or quote you accept, and the Company's privacy policy constitute the entire agreement between you and the Company regarding the Service and supersede all prior or contemporaneous agreements, proposals or communications.

18. Contact Information

If you have any questions about these Terms, please contact us at:

MentrAI

Email: info@mentrai.es