Mondrio Inc. Terms of Service

Effective Date: January 2026

Last Updated: February 2026

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the cloud services, software, applications, websites, and related offerings (collectively, the "Product") provided by Mondrio Inc. ("Mondrio", "Provider", "we", "us", or "our"). By accessing or using the Product, you ("Customer", "you", or "your") agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Product.

2. Access and Use

2.1 License Grant

Subject to your compliance with these Terms and payment of applicable Fees, Mondrio grants you a limited, non-exclusive, non-transferable, non-sublicensable right to (a) access and use the Product; and (b) copy and use the included software and documentation only as needed to access and use the Product, in each case, for your internal business purposes.

2.2 User Accounts

You are responsible for all actions on your account and for all users' compliance with these Terms. You and your users must protect the confidentiality of passwords and login credentials. You will promptly notify Mondrio if you suspect or know of any fraudulent activity with your accounts, passwords, or credentials, or if they become compromised.

2.3 Technical Support

During the subscription period, Mondrio will provide technical support as described in your applicable order form or subscription agreement.

3. Restrictions on Use

3.1 Prohibited Activities

Except as expressly permitted by these Terms, you will not (and will not allow anyone else to):

Reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent applicable laws prohibit this restriction);
Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product;
Remove any proprietary notices or labels;
Copy, modify, or create derivative works of the Product;
Conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;
Access accounts, information, data, or portions of the Product to which you do not have explicit authorization;
Use the Product to develop a competing service or product;
Use the Product with any High Risk Activities or with any activity prohibited by applicable laws;
Use the Product to obtain unauthorized access to anyone else's networks or equipment; or
Upload, submit, or otherwise make available to the Product any content to which you do not have the proper rights.

3.2 High Risk Activities

"High Risk Activities" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

3.3 Compliance with Documentation

Use of the Product must comply with all documentation and use limitations provided by Mondrio.

4. AI Services

4.1 Definitions

The following definitions apply to AI Services:

"AI Services" means the artificial intelligence or machine learning components of the Product, including the AI System and underlying Model(s).
"AI System" means the artificial intelligence or machine learning application, program, and services layers of the AI Services, excluding the underlying Models.
"Input" means the data, information, prompts, or materials submitted by or on behalf of you or your users to the AI Services, but excludes Feedback.
"Output" means the data, information, or materials created by the AI Services in response to Input.
"Model" means a large language, machine learning, or artificial intelligence model.

4.2 Using AI Services

You may use AI Services by providing Input. The AI Services may generate Output in response to Input.

4.3 AI Services Restrictions

Without limiting the restrictions contained in Section 3, you will not (and will not allow anyone else to):

Use the AI Services for decision-making in a regulated industry or capacity without proper human oversight and review in compliance with applicable laws and applicable professional ethics, guidelines, and rules;
Use the AI Services to violate, misappropriate, or otherwise infringe the intellectual property or other proprietary rights of others;
Falsely state Output was created by a human;
Generate, distribute, or promote harmful, illegal, or deceptive content, including content that incites violence, exploits minors, infringes intellectual property rights, or violates privacy laws;
Use the AI Services for medical diagnosis, legal advice, financial trading, credit/employment/housing decisions, law enforcement applications, or autonomous operation of vehicles or machinery without appropriate human oversight; or
Generate spam, malware, or conduct any activity that interferes with the proper functioning of the AI Services or other users' access.

4.4 Nature of AI

Due to the nature of artificial intelligence and machine learning, information generated by the AI Services may be incorrect or inaccurate. The AI Services are not human and are not a substitute for human oversight. Mondrio's AI Services provide pricing recommendations for human review — they do not make automated decisions with legal or similarly significant effects on individuals. You must implement appropriate human review for any high-stakes decisions and verify AI-generated content before use in critical applications.

4.5 Output Ownership

As between the parties, you (a) retain all right, title, and interest in and to all Input, and (b) own all Output. To the extent permitted by applicable laws, Mondrio hereby assigns to you all right, title, and interest — if any — in and to Output.

5. Customer Content

5.1 License to Customer Content

"Customer Content" means data, information, or materials submitted by or on behalf of you or your users to the Product but excludes Feedback. Mondrio may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. You are responsible for the accuracy and content of Customer Content.

5.2 Customer Content Rights

You represent and warrant that you, all users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in these Terms.

6. Feedback and Usage Data

6.1 Feedback

"Feedback" means suggestions, feedback, or comments about the Product or related offerings. You will give Feedback to Mondrio on a mutually agreed schedule. Mondrio owns all Feedback. You hereby assign to Mondrio all your right, title, and interest in and to Feedback and will reasonably cooperate with Mondrio as needed to establish, prove, or defend Mondrio's ownership of Feedback. You will not give any Feedback that Mondrio cannot use in this manner or for this purpose. Mondrio may use all Feedback freely without any restriction or obligation. Feedback does not constitute your Confidential Information.

6.2 Usage Data

"Usage Data" means data and information about the provision, use, and performance of the Product and related offerings based on your or your users' use of the Product. Mondrio may collect and analyze Usage Data, and Mondrio may freely use Usage Data to maintain, improve, enhance, and promote Mondrio's products and services without restriction or obligation. However, Mondrio may only disclose Usage Data to others if the Usage Data is aggregated and does not identify you or your users.

7. Machine Learning

7.1 Default Training Rights

Mondrio may use aggregated and de-identified Usage Data and Feedback to develop, train, or enhance artificial intelligence or machine learning models that are part of Mondrio's products and services, including third-party components of the Product. Mondrio will use commercially reasonable efforts consistent with industry standard technology to de-identify such data before use.

7.2 Customer Content and Input/Output Restrictions

Mondrio will NOT use Input, Output, or Customer Content to train Models unless separately authorized by the Customer in a written agreement (such as an AI Addendum or Cover Page). Nothing in this Section 7 grants Mondrio the right to use Input, Output, or Customer Content for training purposes.

7.3 Non-Training Improvement

Mondrio may use Input, Output, and Usage Data to provide, maintain, develop, and improve the AI System (excluding the underlying Models), provided that such usage does not constitute training of any Model.

7.4 Data Protection

Nothing in this Section 7 will reduce or limit Mondrio's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under applicable data protection laws.

8. Payment and Taxes

8.1 Fees

All fees are in U.S. Dollars (or Euros, as specified) and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights given in these Terms, fees are non-refundable.

8.2 Taxes

You are responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Mondrio itemizes and includes in an invoice. However, you are not responsible for Mondrio's income taxes.

8.3 Payment Disputes

If you have a good-faith disagreement about the fees charged or invoiced, you must notify Mondrio about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under these Terms or applicable laws.

9. Term and Termination

9.1 Term

These Terms will start on the date you first access or use the Product and continue until terminated in accordance with this Section 9.

9.2 Termination for Breach

Either party may terminate these Terms immediately:

If the other party fails to cure a material breach following 30 days' notice;
Upon notice if the other party (i) materially breaches these Terms in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

9.3 Suspension

If you (a) have an outstanding, undisputed balance on your account for more than 30 days; (b) breach Section 3 (Restrictions on Use); or (c) use the Product in violation of these Terms or in a way that materially and negatively impacts the Product or others, then Mondrio may temporarily suspend your access to the Product with or without notice. However, Mondrio will try to inform you before suspending your account when practical. Mondrio will reinstate your access to the Product only if you resolve the underlying issue.

9.4 Effect of Termination

Upon any expiration or termination:

You will no longer have any right to use the Product.
Upon your request, Mondrio will delete Customer Content within 30 days. Exports are available on request prior to deletion.
Each party will return or destroy the other party's Confidential Information in its possession or control.

10. Privacy and Security

10.1 Privacy Policy

Mondrio's collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

10.2 Data Processing Agreement

Before using the Product to process Personal Data governed by GDPR or other Applicable Data Protection Laws, you are required to enter into our Data Processing Agreement. The Data Processing Agreement is incorporated into these Terms. By using the Product to process such Personal Data, you agree to the DPA. The DPA shall control in the event of any conflict with these Terms with respect to the Processing of Personal Data.

10.3 Prohibited Data

You will not (and will not allow anyone else to) submit the following categories of data to the Product unless specifically authorized:

Patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act;
Credit, debit, bank account, or other financial account numbers;
Social security numbers, driver's license numbers, or other unique and private government ID numbers;
Special categories of data as defined in the GDPR; and
Other similar categories of sensitive information as set forth in applicable data protection laws.

10.4 Security

Mondrio is SOC 2 Type II certified and maintains a security program audited against the SOC 2 trust services criteria. Our current security status and compliance reports are available at trust.mondrio.io.

11. Confidentiality

11.1 Definition

"Confidential Information" means information in any form disclosed by or on behalf of a disclosing party, including before the effective date, to a receiving party in connection with these Terms that (a) the disclosing party identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure.

11.2 Non-Use and Non-Disclosure

Except as otherwise authorized in these Terms or as needed to fulfill its obligations or exercise its rights under these Terms, a receiving party will not (a) use the disclosing party's Confidential Information; nor (b) disclose the disclosing party's Confidential Information to anyone else. In addition, a receiving party will protect the disclosing party's Confidential Information using at least the same protections it uses for its own similar information but no less than a reasonable standard of care.

11.3 Exclusions

Confidential Information does not include information that (a) the receiving party knew without any obligation of confidentiality before disclosure by the disclosing party; (b) is or becomes publicly known and generally available through no fault of the receiving party; (c) the receiving party receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) the receiving party independently developed without use of or reference to the disclosing party's Confidential Information.

11.4 Required Disclosures

A receiving party may disclose the disclosing party's Confidential Information to the extent required by applicable laws if, unless prohibited by applicable laws, the receiving party provides the disclosing party reasonable advance notice of the required disclosure and reasonably cooperates, at the disclosing party's expense, with the disclosing party's efforts to obtain confidential treatment for the Confidential Information.

12. Representations and Warranties

12.1 Mutual Warranties

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into these Terms; (b) it is duly organized, validly existing, and in good standing under the applicable laws of the jurisdiction of its origin; and (c) it will comply with all applicable laws in performing its obligations or exercising its rights under these Terms.

12.2 Customer Warranties

12.3 Provider Warranty

Mondrio represents and warrants that it will not materially reduce the general functionality of the Product during your subscription period.

13. Disclaimer of Warranties

Mondrio makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 12 (Representations and Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Mondrio. Except for the warranties in Section 12 (Representations and Warranties), Mondrio and you each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by applicable laws.

14. Limitation of Liability

14.1 General Liability Cap

Except as provided in Section 14.3, each party's total cumulative liability for all claims arising out of or relating to these Terms will not be more than 25% of the annual fees paid or payable by you.

14.2 Damages Waiver

Except as provided in Section 14.3 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to these Terms, even if the party is informed of the possibility of this type of damage in advance.

14.3 Exceptions

The limitations and waivers in this Section 14 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise. Nothing in these Terms will limit, exclude, or restrict a party's liability to the extent prohibited by applicable laws.

15. Indemnification

15.1 Protection by Provider

Mondrio will indemnify, defend, and hold harmless you from and against all claims made by someone other than you, your affiliates, or your users that the Product, when used by you according to the terms of these Terms, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from such claims.

Provider's obligations in this Section 15.1 will not apply to claims that result from: (a) Customer Content or Input; (b) Output; (c) your breach of these Terms; (d) use of the Product in combination with data, software, hardware, equipment, technology, or other products or services not provided by Mondrio; or (e) modifications to the Product that were not made by Mondrio.

15.2 Protection by Customer

You will indemnify, defend, and hold harmless Mondrio from and against all claims made by someone other than Mondrio or its affiliates that (1) Customer Content or Input, when used according to the terms of these Terms, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights; or (2) results from your breach or alleged breach of Section 3 (Restrictions on Use) or Section 4.3 (AI Services Restrictions), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from such claims.

15.3 Procedure

The indemnifying party's obligations in this section are contingent upon the protected party: (a) promptly notifying the indemnifying party of each claim for which it seeks protection; (b) providing reasonable assistance to the indemnifying party at the indemnifying party's expense; and (c) giving the indemnifying party sole control over the defense and settlement of each claim. A protected party may participate in a claim for which it seeks protection with its own attorneys only at its own expense. The indemnifying party may not agree to any settlement of a claim that contains an admission of fault or otherwise materially and adversely impacts the protected party without the prior written consent of the protected party.

16. General Terms

16.1 Relationship to Other Agreements

If you have entered into a separate written agreement with Mondrio for the Product (e.g., a Cloud Service Agreement, Order Form, or AI Addendum), that agreement controls to the extent of any conflict with these Terms. These Terms serve as the baseline agreement for self-serve customers who have not entered into a separate written agreement.

16.2 Modifications and Updates

Mondrio may update these Terms by posting a revised version at mondrio.io/legal/terms. Mondrio will provide at least 30 days' advance notice of material changes by email to the address associated with your account. Your continued use of the Product after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you may terminate your use of the Product before the changes take effect. Any non-material modifications take effect upon posting.

If any term of these Terms is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of these Terms will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in these Terms will not constitute a waiver by that party of the term, option, or right.

16.3 Entire Agreement

These Terms (together with any DPA, Privacy Policy, and other documents incorporated by reference) are the only agreement between the parties about this subject (unless superseded by a separate written agreement per Section 16.1) and supersede all prior or contemporaneous statements (whether in writing or not) about this subject.

16.4 Governing Law and Jurisdiction

The laws of Delaware will govern all interpretations and disputes about these Terms, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about these Terms in the courts (whether state, federal, or otherwise) located in Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts.

16.5 Assignment

Neither party may assign any rights or obligations under these Terms without the prior written consent of the other party. However, either party may assign these Terms upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which these Terms relate. Any attempted but non-permitted assignment is void. These Terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

16.6 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

16.7 No Third-Party Beneficiaries

There are no third-party beneficiaries of these Terms.

16.8 Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of these Terms if caused by an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure. However, this section does not excuse your obligations to pay fees.

16.9 Export Controls and Sanctions

You agree to comply with all applicable export control and sanctions laws and regulations in connection with your use of the Product.

16.10 Notices

Any notice, request, or approval about these Terms must be in writing and sent to the applicable notice address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

17. Definitions

"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
"Applicable Data Protection Laws" means the applicable laws that govern how the Product may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.
"Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Mondrio or you.
"Documentation" means the usage manuals and instructional materials for the Product that are made available by Mondrio.
"GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and the United Kingdom General Data Protection Regulation as defined in section 3(10) of the United Kingdom Data Protection Act 2018.
"Personal Data" will have the meaning(s) set forth in the applicable data protection laws for personal information, personal data, personally identifiable information, or other similar term.

18. Contact Information

Mondrio Inc.

8 The Green, STE B
Dover, DE 19901
United States of America

By using the Product, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.