Model Monster Terms of Service

We know it's tempting to skip these Terms of Service, but it's important to establish what you can expect from us as you use Model Monster, and what we expect from you.

These Terms of Service ("Terms") govern your access to and use of the Model Monster platform and related services (collectively, the "Services") provided by Model Monster, Inc. ("Model Monster," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms. These Terms include the following topic headings:

• What you can expect from us — how we provide, develop, and maintain the Services
• What we expect from you — rules for using the Services, including your responsibilities as a client
• Content and intellectual property — rights applicable to your data, our platform, and AI-generated outputs
• Confidentiality — how both parties protect each other's non-public information
• Data handling and security — how we protect your data and what data we restrict
• Payment and subscription — pricing, billing, renewal, and cancellation
• Representations and warranties — mutual commitments and our warranty on platform functionality
• In case of problems or disagreements — liability, indemnification, and dispute resolution

If these Terms conflict with any Service-Specific Additional Terms (such as an Order Form, Statement of Work, Beta Agreement, or Enterprise Agreement), the Service-Specific Additional Terms will govern for the applicable Service.

Besides these Terms, we also publish a Privacy Policy. We encourage you to read it to better understand how we handle, protect, and allow you to manage your data.

The Services are provided by, and you are contracting with:

Model Monster, Inc.

Organized under the laws of the State of Delaware. Our principal place of business is:

Model Monster
21750 Hardy Oak Blvd. #102
San Antonio, TX 78258-4946

The Services are intended for use by businesses, organizations, and professionals ("Business Users"). By agreeing to these Terms, you represent that:

• you have the authority to bind the organization on whose behalf you are agreeing to these Terms; and
• your use of the Services complies with all applicable laws and regulations.

If you are using the Services on behalf of an organization, you agree to these Terms on behalf of that organization, and "you" refers to both you individually and the organization.

4.1 What You Can Expect From Us

Provide the Model Monster Platform

Model Monster provides an AI governance platform built on the CORE Framework (Components, Operations, Resources, Execution) that enables organizations to model, assess, and manage AI systems. The Services include, but are not limited to:

• the Model Monster web application and dashboard;
• the CORE Framework vocabulary system, including type tags, risk tags, and configuration keys;
• policy-as-code evaluation;
• component graph modeling of AI systems and their relationships;
• risk assessment, analysis, and reporting tools;
• API access and MCP (Model Context Protocol) server integrations; and
• documentation, guides, and reference materials.

Develop, Improve, and Update the Services

We're constantly developing new technologies and features to improve the Services. As part of this ongoing development, we may add or remove features, increase or decrease limits, update the CORE Framework vocabulary (including type tags, risk tags, and configuration keys), modify policy evaluation rules and templates, and start offering new Services or discontinue existing ones.

If we make material changes that negatively impact your use of the Services, we'll provide you with reasonable advance notice (no less than 30 days), except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. We'll also provide you with an opportunity to export your data.

Non-Degradation Warranty. We will not materially reduce the general functionality of the Services during your Subscription Period. If we breach this warranty, see Section 10.3 (Provider Warranty Remedy).

Keep You Informed

We'll keep you informed of significant developments in the Services and will notify your Designated Contact (see Section 4.2) before making changes that materially affect your account or usage.

4.2 What We Expect from You

Follow These Terms

The permission we give you to access and use the Services continues as long as you comply with these Terms and any applicable Service-Specific Additional Terms. Although we give you permission to use the Services, we retain any intellectual property rights we have in the Services.

Provide a Designated Contact

As part of your account setup, you will designate an "organization admin". This person, and others you designate as organization admins, will be the designated contacts for your relationship with Model Monster (the " Designated Contact "). The Designated Contact is the representative for your organization relative to the Services. We'll make a good-faith effort to communicate broadly, but we reserve the right to confirm any changes in scope, access, or configuration with the appropriate Designated Contact.

Take Responsibility For Your Information

Model Monster provides AI governance tooling and automated analysis services. However, Model Monster has no way of guaranteeing the accuracy of the information you provide to us. Further, we do not control or direct your organization's AI development, deployment, or compliance decisions.

You are solely responsible for the correctness of the information you provide and for any representations about the state of your AI systems and governance processes. Model Monster makes no representations about the accuracy of any information provided, and Model Monster makes no affirmations for legal or regulatory purposes about your systems.

Use the Services Appropriately

You must not:

• use the Services in any way that violates applicable laws or regulations;
• reverse engineer, decompile, or disassemble the Services or any underlying technology, except as expressly permitted by applicable law;
• attempt to gain unauthorized access to the Services, other accounts, or computer systems or networks connected to the Services;
• introduce malware, viruses, or any other harmful code into the Services;
• use automated means (including bots, scrapers, or crawlers) to access the Services except through APIs and integrations we expressly provide;
• sublicense, resell, or redistribute the Services or any part thereof, except as expressly permitted in writing;
• use the Services to develop a competing product or service;
• circumvent or disable any security, authentication, or access control mechanisms; or
• share your account credentials or API keys with unauthorized third parties.

Maintain Your Account Security

You're responsible for what you do with your Model Monster account, including taking reasonable steps to keep your account and API keys secure. This includes using the self-service options to change passwords or revoke API keys as appropriate.

You must promptly notify us of any unauthorized use of your account or any security breach you become aware of. Any use of the Services performed by authenticated users associated with your account is fully billable to your account.

5.1 Your Content

" Your Content " means any data, documents, policy files, system evidence, configuration files, component graphs, organizational information, or other materials that you upload, submit, store, or transmit through the Services. This includes:

• policy documents and compliance materials you upload;
• component graph definitions and system architecture descriptions;
• configuration data, metadata, and risk assessment inputs;
• system evaluations, licenses, and regulatory compliance information; and
• organizational data, user information, and access policies.

Ownership

Your Content is yours. Model Monster does not and will not claim ownership over Your Content.

The License You Grant Us

By uploading or submitting Your Content to the Services, you grant Model Monster a limited, worldwide, non-exclusive, royalty-free license to:

• host, store, reproduce, and process Your Content as necessary to provide and operate the Services;
• analyze Your Content using automated systems (including the CORE Framework's policy-as-code evaluation engine) to deliver the Services' intended functionality;
• create derivative outputs (such as risk assessments, compliance reports, and policy evaluation results) based on Your Content; and
• make technical copies as necessary for backup, caching, and redundancy.

Scope and Purpose. This license is limited to the purpose of providing, maintaining, and improving the Services. We will not use Your Content for any other purpose without your explicit consent.

Generative AI Training. For the avoidance of doubt, Model Monster will not use Your Content to train any generative AI model used in the Services without your explicit opt-in.

Duration. This license continues for as long as Your Content is stored within the Services. Upon deletion or termination, we will cease use of Your Content, subject to Section 8.6 (Data Retention and Deletion).

Your Representation. You represent and warrant that you, all Users, and anyone submitting Your Content each have and will continue to have all rights necessary to submit Your Content and to allow its use as described in these Terms.

Aggregated Data and Usage Data

We may collect and use Usage Data — data about the provision, use, and performance of the Services based on your or your Users' use of the platform — to operate, improve, and support the Services. Usage Data is distinct from Your Content.

We may also use aggregated, anonymized, or de-identified data derived from Your Content or Usage Data to improve the Services, develop new features, perform benchmarking, and publish industry insights, provided that such data cannot reasonably be used to identify you, your organization, or any individual. This right survives termination of these Terms.

5.2 AI-Generated Outputs

" Outputs " means the risk assessments, compliance reports, policy evaluation results, recommendations, and other materials generated by the Services based on Your Content and the CORE Framework.

Ownership of Outputs. Subject to our underlying intellectual property rights in the CORE Framework and the Services (see Section 5.3), you own the Outputs generated from Your Content to the extent they constitute original works of authorship under applicable law.

No Professional Advice. Outputs are generated using automated analysis and are provided for informational purposes only. They do not constitute legal, regulatory, or professional advice. You are solely responsible for reviewing, validating, and acting on any Outputs.

License to Us. You grant us the same license to Outputs as described in Section 5.1, solely for the purpose of providing and improving the Services.

5.3 Model Monster Content and Intellectual Property

The Services contain content, technology, and intellectual property that belongs to Model Monster, including but not limited to:

• The CORE+PRO Framework , including its vocabulary system (type tags, risk tags, configuration keys), its conceptual structure (Components, Operations, Resources, Execution; Policies, Risks, and Outcomes), risk registry, glossary, and associated documentation;
• Policy-as-Code Libraries , including provided policy templates, rule sets, and evaluation logic;
• User Interface and Design , including the platform's visual design, layout, and user experience;
• Software and Technology , including algorithms, models, APIs, MCP server implementations, and source code; and
• Documentation and Materials , including guides, tutorials, reference materials, and training content.

Reservation of Rights. Model Monster retains all right, title, and interest in and to the Services and Model Monster Content, whether developed before or after the effective date of these Terms. Nothing in these Terms grants you any right, title, or interest except the limited right to use the Services as described herein. Don't remove, obscure, or alter any of our branding, logos, or legal notices.

"Model Monster", "CORE", and the isotype "M" Logo are registered trademarks of Model Monster, Inc.

CORE+PRO Framework License

Your subscription grants you a non-exclusive, non-transferable, non-sublicensable license to use the CORE Framework vocabulary, the Model Monster Risk Registry and Glossary, and associated tooling as integrated within the Services during your Subscription Period. This license does not permit you to extract, reproduce, or independently distribute the CORE Framework, Risk Registry, or any components of CORE+PRO outside of the Services.

Feedback

If you choose to give us feedback, such as suggestions to improve the Services, we may act on your feedback without obligation to you. Feedback is not Your Content.

5.4 API and MCP Integration Usage

If you access the Services through our API or MCP server integrations:

• API Keys. You are responsible for the security and confidentiality of your API keys. You must not share API keys with unauthorized parties. We may revoke API keys that we reasonably believe have been compromised.
• Rate Limits and Usage. We may impose rate limits and usage quotas on API access. These limits may vary by subscription tier and may be adjusted with reasonable notice.
• Integration Requirements. You agree to comply with our API documentation and MCP server specifications when building integrations. We are not responsible for issues arising from integrations that do not conform to our published specifications.
• Third-Party Integrations. If you connect third-party services to the platform via MCP or API, you are responsible for compliance with those third-party services' terms. Model Monster is not liable for any third-party service's availability, performance, or data handling.

5.5 Consent to Describe Engagement

We may, without disclosing any Confidential Information or using any of Your Content, identify you as a customer and describe the general nature of our engagement in marketing materials. We may use your name and logo for this purpose. If you prefer not to be referenced, notify us in writing, and we will honor that request.

6.1 Definition

" Confidential Information " means information in any form disclosed by or on behalf of one party to the other in connection with these Terms that (a) is designated as "confidential," "proprietary," or the like; or (b) should reasonably be understood as confidential given its nature and the circumstances of disclosure. Confidential Information includes the existence and terms of any Order Form. Your Confidential Information includes non-public portions of Your Content. Our Confidential Information includes non-public information about the Services and the CORE Framework.

6.2 Obligations

Each party agrees to:

• protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information (and no less than reasonable care);
• use Confidential Information only for the purpose of performing obligations or exercising rights under these Terms; and
• not disclose Confidential Information to third parties except to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as these.

Each party remains responsible for its personnel's compliance with this Section.

6.3 Exclusions

Confidential Information does not include information that:

• is or becomes publicly available without breach of these Terms;
• was known to the receiving party before disclosure;
• is received from a third party without restriction and without breach of any obligation of confidentiality; or
• is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6.4 Required Disclosure

A party may disclose Confidential Information to the extent required by law, court order, subpoena, or governmental regulation, provided the disclosing party gives the other party reasonable prior notice (where legally permitted) so the other party may seek a protective order or other appropriate remedy.

6.5 Injunctive Relief

A breach of this Section 6 or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. Upon the actual or threatened breach of this Section 6, or violation of a party's intellectual property rights, the non-breaching party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

7.1 Data Processing

We process Your Content and account data as necessary to provide the Services. Our data handling practices are described in our Privacy Policy, which is incorporated into these Terms by reference.

7.2 Personal Data and DPA

Before submitting Personal Data governed by the GDPR, Applicable Data Protection Laws, or other data protection regulations, you must enter into a Data Processing Addendum ("DPA") with Model Monster. If the parties have an applicable DPA, each party will comply with its obligations thereunder, the DPA will govern the parties' rights and obligations as to Personal Data, and the DPA will control in the event of any conflict with these Terms.

7.3 Prohibited Data

You will not (and will not allow anyone else to) submit Prohibited Data to the Services unless expressly authorized in an Order Form. Prohibited Data includes:

• patient, medical, or other protected health information regulated by HIPAA;
• credit, debit, bank account, or other financial account numbers;
• social security numbers, driver's license numbers, or other unique government identification numbers;
• special categories of data as defined in the GDPR; and
• other similar categories of sensitive information as defined under Applicable Data Protection Laws.

7.4 Data Protection Principles

Model Monster understands that it may come into contact with protected and private data. We maintain the following principles with regard to all data processed through the Services:

• Your data is processed only for the specific, lawful purposes described in these Terms;
• Your data is not held for longer than necessary to provide the Services or as required by law;
• Your data is protected using commercially reasonable administrative, technical, and physical safeguards;
• Your data is accessible only to personnel who need it to perform their duties; and
• Your data is not transferred outside tour designated processing jurisdictions without notice to you, unless otherwise specified in an applicable Order Form or DPA.

Model Monster does not direct the acquisition or use of data you provide to the Services. You are solely responsible for compliance with applicable laws regarding your collection and use of data.

7.5 Security Measures

We implement commercially reasonable safeguards to protect Your Content, including:

• encryption of all data at rest and in transit;
• tenant-isolated data architecture ensuring separation between customer environments;
• role-based access controls and API-key-based authentication mechanisms;
• regular security assessments, vulnerability scanning, and monitoring; and
• security awareness training for all personnel with access to customer data.

While we take commercially reasonable steps to protect Your Content, no method of electronic transmission or storage is 100% secure. You acknowledge that you provide Your Content at your own risk.

7.6 Security Vulnerability Reporting

To report security vulnerabilities, contact us at [email protected] [mailto:[email protected]]. We take all security reports seriously and will respond promptly.

7.7 Data Retention and Deletion

Data archival and deletion controls are available within your account. While you are a subscriber, you are responsible for maintaining and following your own protocols related to data retention and deletion.

Following termination or expiration of your account:

• upon your request, we will delete Your Content within 60 days;
• if no request is made, Your Content will be deleted or anonymized within 90 days after the end of your Subscription Period, except as required by law or as necessary to resolve disputes or enforce our agreements; and
• any otherwise non-public information you have supplied to us will be archived and kept confidential in accordance with our retention policies.

Upon your written request (and subject to payment of all outstanding fees), we will return or destroy your data promptly.

7.8 Data Location

Your Content may be processed and stored in the United States or in other jurisdictions where our service providers maintain facilities. Model Monster's current designated processing jurisdictions are the United States and Croatia. By using the Services, you consent to this transfer and processing. If your organization requires data to remain within a specific jurisdiction, please contact us to discuss available options.

8.1 Subscription Plans and Fees

Access to the Services requires a paid subscription. The features, limits, pricing, and Subscription Period applicable to your subscription are described on our pricing page or in your Order Form. Unless the Order Form specifies a different currency, all fees are in U.S. dollars and are exclusive of taxes. Except for prorated refunds expressly allowed under these Terms, fees are non-refundable.

8.2 Billing

Unless otherwise specified in an Order Form:

• subscriptions are billed monthly, in advance, for all fixed-price subscriptions;
• usage-based fees (if any) are billed monthly in arrears; and
• at the beginning of each billing cycle, we will provide an invoice via email to your Designated Contact.

8.3 Payment

Payment of each invoice is due upon receipt unless the Order Form specifies a different payment schedule. You agree to the following payment terms:

• if you have provided a payment method on file, you authorize Model Monster to charge the applicable fees upon invoice issuance;
• payments in excess of \$1,000 made via credit card may be subject to a surcharge of up to 4% to cover processing fees (this surcharge will be disclosed before the charge is made);
• all fees are exclusive of applicable taxes, duties, and levies, which you are responsible for paying (however, you are not responsible for Model Monster's income taxes); and
• a late payment surcharge of 1.5% per month (or the maximum rate permitted by law, whichever is less) will be applied to all amounts overdue by more than 30 days.

8.4 Payment Disputes

If you have a good-faith disagreement about fees charged or invoiced, you must notify us 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 reached, each party may pursue any remedies available under these Terms or applicable law.

8.5 Free Trials and Beta Services

We may offer free trials, pilot periods, or early access to certain features (" Beta Services "). Beta Services are provided "as is" without warranty of any kind. We may modify, suspend, or discontinue Beta Services at any time without notice or liability. Section 10.2 (Representations and Warranties from Model Monster) does not apply to Beta Services.

Any data entered during a free trial or pilot period may be deleted if you do not convert to a paid subscription within the applicable period, unless otherwise communicated.

8.6 Renewal and Non-Renewal

Unless otherwise specified in your Order Form, your subscription will automatically renew for successive Subscription Periods of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Period.

8.7 Cancellation and Termination

You may cancel your subscription by giving notice of non-renewal as described in Section 8.7. Upon expiration or termination:

• you will no longer have any right to use the Services;
• all outstanding fees remain due and payable (we will submit a final invoice for fees accrued before termination);
• your data will be handled in accordance with Section 7.7 (Data Retention and Deletion); and
• each party will return or destroy the other party's Confidential Information in its possession or control, subject to Section 7.7.

Before taking action as described below, we'll provide you with advance notice when reasonably possible, describe the reason for our action, and give you an opportunity to address the issue, unless doing so would:

• cause harm or liability to another user, third party, or Model Monster;
• violate the law or a legal enforcement authority's order; or
• compromise the security, integrity, or operation of the Services.

9.1 Suspension

Model Monster may temporarily suspend your access to the Services with or without notice if you:

• have an outstanding, undisputed balance overdue by more than 30 days;
• breach the restrictions in Section 4.2 (Use the Services Appropriately); or
• use the Services in a way that materially and negatively impacts the platform or other customers.

We'll try to notify you before suspending your account when practical. We will reinstate your access only once the underlying issue is resolved.

9.2 Termination by Either Party

Either party may terminate these Terms or an applicable Order Form immediately:

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

9.3 Termination by You

You're always free to stop using the Services at any time. If you do, we'd appreciate knowing why so we can continue improving. You may terminate by giving notice of non-renewal or, in the case of a material breach by us, by following the process in Section 9.2.

9.4 Effect of Termination

Upon expiration or termination, the consequences described in Section 8.8 apply. If Model Monster terminates an Order Form due to our breach or for our convenience, we will pay you a prorated refund of any prepaid fees for the remainder of the Subscription Period.

Each party represents and warrants to the other that:

• it has the legal power and authority to enter into these Terms;
• it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
• it will comply with all applicable laws in performing its obligations and exercising its rights under these Terms; and
• entering into these Terms does not violate any other agreement to which it is a party.

10.2 Representations and Warranties from Model Monster

Model Monster represents and warrants that it will not materially reduce the general functionality of the Services during your Subscription Period.

10.3 Provider Warranty Remedy

If Model Monster breaches the warranty in Section 10.2, you must give us written notice with enough detail for us to understand or replicate the issue within 45 days of discovering it. Within 45 days of receiving sufficient details, we will attempt to restore the general functionality of the Services. If we cannot resolve the issue, you may terminate the affected Order Form and we will pay you a prorated refund of prepaid fees for the remainder of the Subscription Period. This restoration obligation and your termination right are your exclusive remedies for a breach of Section 10.2.

10.4 Representations and Warranties from You

You represent and warrant that you, all Users, and anyone submitting Your Content each have and will continue to have all rights necessary to submit Your Content and to allow its use as described in these Terms.

We've built our reputation on providing useful, reliable AI governance tooling, and we're continuously improving the Services. However, except for the express warranties in Section 10, we need to provide the following disclaimers.

Model Monster makes no guarantees that the Services will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. The warranties in Section 10 do not apply to any misuse or unauthorized modification of the Services, nor to any product or service not provided by Model Monster.

EXCEPT FOR THE WARRANTIES IN SECTION 10 (REPRESENTATIONS AND WARRANTIES), MODEL MONSTER AND YOU EACH DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE SERVICES, INCLUDING ANY OUTPUTS, DO NOT CONSTITUTE LEGAL, REGULATORY, COMPLIANCE, OR PROFESSIONAL ADVICE. ANY CONTENT REGARDING THOSE TOPICS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES AND RELIANCE ON ANY OUTPUTS COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS.

12.1 Liability Caps

General Cap. Except as provided in Section 12.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to these Terms will not exceed the General Cap Amount, which is equal to the fees paid or payable by you to Model Monster in the 12-month period immediately preceding the claim (the "General Cap Amount").

Increased Cap. Each party's total cumulative liability for all Increased Claims will not exceed the Increased Cap Amount, which is 2x the fees paid or payable by you to Model Monster in the 12-month period immediately preceding the claim (the "Increased Cap Amount"). "Increased Claims" means claims arising from:

• a breach of Section 7 (Privacy, Data Handling, and Security); and
• a breach of Section 6 (Confidentiality), excluding data or security breaches covered above.

12.2 Damages Waiver

Except as provided in Section 12.4 (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 such damages in advance.

12.3 Applicability

The limitations and waivers in Sections 12.1 and 12.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

12.4 Exceptions

The General Cap in Section 12.1 does not apply to Increased Claims. Section 12.1 (Liability Caps) does not apply to claims arising from a party's indemnification obligations under Section 13 ("Unlimited Claims"). Section 12.2 (Damages Waiver) does not apply to Increased Claims or a breach of Section 6 (Confidentiality). Nothing in these Terms will limit, exclude, or restrict a party's liability for fraud, gross negligence, willful misconduct, or to the extent prohibited by applicable law.

13.1 Protection by Model Monster

Model Monster will indemnify, defend, and hold harmless you from and against any third-party claim that the Services, when used according to these Terms, infringe or misappropriate that third party's intellectual property rights ("Provider Covered Claims"), and all out-of-pocket damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) arising from Provider Covered Claims.

Changes to Services

If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Model Monster may: (a) obtain the right for you to continue using the Services; (b) replace or modify the affected component without materially reducing the Services' general functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form and issue a prorated refund of prepaid fees for the remainder of the Subscription Period.

Exclusions

Model Monster's indemnification obligations will not apply to claims resulting from: (a) modifications to the Services not authorized by us or made to your specifications; (b) unauthorized use of the Services, including use in violation of these Terms; (c) use of the Services in combination with items not provided by Model Monster; or (d) use of an older version of the Services where a newer version would have avoided the claim.

13.2 Protection by You

You will indemnify, defend, and hold harmless Model Monster from and against any third-party claim that (a) Your Content, when used according to these Terms, infringes or misappropriates that third party's intellectual property or other rights; or (b) arises from your breach of Section 4.2 (What We Expect from You) ("Customer Covered Claims"), and all out-of-pocket damages, awards, settlements, costs, and expenses (including reasonable attorneys' fees) arising from Customer Covered Claims.

Exclusions

Your indemnification obligations will not apply to Customer Covered Claims resulting from unauthorized use of Your Content by Model Monster in violation of these Terms.

13.3 Indemnification Procedure

The indemnifying party's obligations are contingent upon the protected party: (a) promptly notifying the indemnifying party of the claim; (b) providing reasonable assistance at the indemnifying party's expense; and (c) giving the indemnifying party sole control over the defense and settlement. A protected party may participate with its own counsel at its own expense. The indemnifying party may not settle any claim in a manner that admits fault on behalf of the protected party or imposes obligations on the protected party without prior written consent.

13.4 Exclusive Remedy

This Section 13, together with any applicable termination rights, describes each party's exclusive remedy and the other party's entire liability for a Covered Claim.

14.1 Governing Law

The laws of the State of Texas will govern all interpretations and disputes about these Terms, without regard to its conflict of laws provisions.

14.2 Informal Resolution

Before initiating any legal proceeding, a party wishing to raise a dispute must provide written notice to the other party describing the dispute, the relief sought, and the basic facts and circumstances necessary to understand the dispute. The parties will then engage in good-faith discussions for at least 30 days (extendable by mutual agreement).

14.3 Mediation

If the parties cannot resolve the dispute through informal discussion, the dispute will be submitted for non-binding mediation before a neutral third party chosen jointly. The mediation will be conducted under the mediation rules of the American Arbitration Association (AAA). The costs of the mediator will be shared equally unless the parties agree otherwise.

14.4 Jurisdiction and Venue

If the dispute is not resolved through informal resolution or mediation, any legal action will be brought exclusively in the state or federal courts located in Bexar County, Texas, and each party irrevocably submits to the exclusive jurisdiction of those courts.

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Forms, Statements of Work, DPAs, or Service-Specific Additional Terms, constitute the entire agreement between you and Model Monster with respect to the Services and supersede all prior or contemporaneous statements (whether in writing or not). Model Monster expressly rejects any terms included in your purchase orders or similar documents, which may only be used for accounting or administrative purposes.

15.2 Severability

If it turns out that a particular term is not valid or enforceable, this will not affect any other terms.

15.3 Waiver and Modification

If you don't follow these Terms and we don't take action right away, that doesn't mean we're giving up any rights that we may have. Any waiver, modification, or change to these Terms must be in writing and signed or electronically accepted by each party.

15.4 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 of its equity, business, or assets. 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.

15.5 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. Notices to us should be sent to:

Model Monster, Inc. Attn: Legal Department Model Monster 21750 Hardy Oak Blvd. #102 San Antonio, TX 78258-4946 [email protected]

15.6 Force Majeure

Neither party will be liable for any delay or failure to perform obligations under these Terms due to a Force Majeure Event. However, this section does not excuse your obligation to pay fees that have accrued. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Services from materially operating for 30 or more consecutive days, in which case Model Monster will provide a prorated refund of prepaid fees for the remainder of the Subscription Period.

15.7 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.

15.8 Third-Party Rights

There are no third-party beneficiaries of these Terms. These Terms describe the relationship between you and Model Monster and don't create any legal rights for other people or organizations.

15.9 Export Controls

You may not remove or export from the United States or allow the export or re-export of the Services or any related technology in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. You represent and warrant that you are not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government; or (d) 50% or more owned by any party designated on such lists. Model Monster may terminate these Terms immediately without notice or liability to comply with applicable export controls and sanctions laws.

15.10 Anti-Bribery

Neither party will take any action that would violate any applicable laws prohibiting the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist in retaining or obtaining business. This includes compliance with the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

15.11 Government Rights

The Services are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government will be governed solely by these Terms.

15.12 Survival

The following sections will survive expiration or termination of these Terms: Section 5 (Content in the Services) for rights and licenses that survive by their terms, Section 6 (Confidentiality), Section 7 (Privacy, Data Handling, and Security) for data deletion and retention obligations, Section 8 (Payment and Subscription) for fees accrued before termination, Section 10 (Representations and Warranties), Section 11 (Warranty Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Dispute Resolution), Section 15 (General Terms), and Section 16 (Definitions).

15.13 Modifications to These Terms

We may update these Terms from time to time (1) to reflect changes in the Services or how we do business, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.

If we materially change these Terms, we'll provide you with reasonable advance notice (no less than 30 days) and the opportunity to review the changes. If you don't agree to the new Terms, you should stop using the Services and may cancel your subscription. Your continued use of the Services after the effective date constitutes acceptance.

Affiliate — 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 50% of the voting stock or other ownership interest.

API Keys — Unique authentication credentials issued to you for accessing the Services through our application programming interfaces.

Applicable Data Protection Laws — The laws, rules, and regulations that govern how the Services may process or use an individual's personal information, personal data, or personally identifiable information.

Applicable Laws — The laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Model Monster or you.

Beta Services — Pre-release, early access, or experimental features or services that may be made available for evaluation and feedback. Beta Services are identified as beta, pilot, or similar.

Business User — An individual or entity using the Services for business, commercial, or professional purposes.

Component Graph — A directed graph representation of an AI system's architecture within the CORE Framework, including its components, operations, resources, and execution elements and their relationships.

Confidential Information — Information in any form disclosed by one party to the other in connection with these Terms that is designated as confidential or should reasonably be understood as confidential given its nature and circumstances of disclosure.

CORE Framework — Model Monster's proprietary AI governance methodology organized around four dimensions: Components, Operations, Resources, and Execution, including its associated vocabulary systems (type tags, risk tags, configuration keys).

Covered Claim — Either a Provider Covered Claim or a Customer Covered Claim, as defined in Section 13.

Customer Covered Claims — Third-party claims as described in Section 13.2.

Designated Contact — The primary individual designated by you to serve as the point of contact for your relationship with Model Monster.

DPA (Data Processing Addendum) — A supplemental agreement governing the processing of Personal Data under Applicable Data Protection Laws.

Embargoed Country — Any country or region to or from which Applicable Laws generally restrict the export or import of goods, services, or money.

Feedback — Suggestions, feedback, or comments about the Services or related offerings.

Force Majeure Event — An unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate its impact, such as natural disasters, war, pandemic, riot, act of terrorism, or public utility or internet failure.

General Cap Amount — The limitation of liability amount for most claims, as defined in Section 12.1.

Increased Cap Amount — The higher limitation of liability amount for Increased Claims, as defined in Section 12.1.

Increased Claims — Claims subject to the Increased Cap Amount, as described in Section 12.1.

MCP (Model Context Protocol) — A protocol for integrating AI model interactions and contextual data exchange, as implemented in the Services' server integrations.

OFAC — The United States Department of Treasury's Office of Foreign Assets Control.

Order Form — A written agreement specifying the subscription tier, pricing, Subscription Period, and any additional terms applicable to your use of the Services.

Outputs — Risk assessments, compliance reports, policy evaluation results, recommendations, and other materials generated by the Services based on Your Content.

Personal Data — Has the meaning(s) set forth in Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or similar terms.

Policy-as-Code — The automated evaluation of Your Content and Component Graphs against defined policy rules using OPA/Rego or other policy evaluation engines within the Services.

Prohibited Data — Categories of sensitive data restricted from submission to the Services, as described in Section 7.3.

Provider Covered Claims — Third-party IP infringement claims as described in Section 13.1.

Services — The Model Monster platform, including the web application, APIs, MCP server integrations, and all associated features, tools, and documentation.

Service-Specific Additional Terms — Additional terms supplementing these Terms for specific Services, including Order Forms, Statements of Work, DPAs, Beta Agreements, and Enterprise Agreements.

Statement of Work (SOW) — A document describing specific professional services, deliverables, timelines, and fees agreed upon between you and Model Monster.

Subscription Period — The length of your subscription as specified in the applicable Order Form.

Unlimited Claims — Claims excluded from any limitation of liability, as described in Section 12.4.

Usage Data — Data about the provision, use, and performance of the Services based on your or your Users' use of the platform, distinct from Your Content.

User — Any individual who uses the Services on your behalf or through your account.

Your Content — Any data, documents, policy files, configuration files, component graphs, organizational information, or other materials that you upload, submit, store, or transmit through the Services, excluding Feedback.

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