Terms of Service - Summary of Key Terms

Effective Date: 15 June 2026

This summary highlights the key points of our Terms of Service. The complete Terms contain important details and legally binding provisions - please read them in full.

What You're Getting

• Service: Cloud-based SaaS platform with AI-powered features
• License: Limited, non-exclusive right to use MintIQ during your subscription
• Availability: 99.9% uptime guarantee
• Support: Response times from 2 hours (critical issues) to 2 business days (general questions), with each target treated as met when at least 80% of tickets are answered within the target window
• Custom Terms: Specific terms agreed in your signed quote take precedence over these standard Terms

Pricing & Payments

• Billing: Paid annually in advance by default; quarterly or monthly billing may be available above certain order sizes (ask your MintIQ representative)
• Auto-renewal: Subscriptions automatically renew unless cancelled with 30 days notice
• Refunds: Strictly non-refundable after payment
• Cancellation: Requires 30 days written notice; access continues until end of paid period
• Late Payments: Subject to 1.5% monthly interest and potential service suspension after 10 business days

Your Data & Privacy

• Storage Location: Your data is stored in the European Economic Area by default
• International Transfers: We use Standard Contractual Clauses (SCCs) for any data transfers outside EEA/UK
• Security: Industry-standard encryption, access controls, and monitoring
• Breach Notification: We'll notify you within 24 hours if your data is compromised
• Your Control: You own your data and can request export/deletion

AI Features

• AI outputs may occasionally be inaccurate or inappropriate
• You must review AI-generated content before relying on it
• We don't guarantee accuracy of AI results
• You're responsible for business decisions based on AI recommendations
• AI features (including agents) are included for normal business use on a fair-use basis; very heavy, automated, or disproportionate use may be rate-limited or matched to a suitable plan

What You Can't Do

• Share access with unauthorized users
• Reverse engineer or copy our software
• Use the service for illegal activities
• Build a competing product using our service
• Upload harmful or infringing content

Liability Limits

• Our Liability Cap: Limited to fees you paid in the last 12 months
• No Indirect Damages: Neither party liable for lost profits, data loss, or consequential damages
• Exceptions: These limits don't apply to death/injury, fraud, or where law prohibits

If Something Goes Wrong

• Service Issues: Service credits available if uptime falls below 99.9%
• IP Claims: We'll defend you against claims that our service infringes IP rights
• Your Actions: You'll defend us against claims arising from your misuse or content
• Disputes: Governed by Dutch law, with the court of Amsterdam having exclusive jurisdiction

Changes & Termination

• Term Updates: We'll give 30 days notice of material changes
• Price Changes: 30 days advance notice for any fee increases at renewal
• Your Options: Disagree with changes? Cancel with 30 days notice before they take effect
• Termination: Either party may terminate with cause on 30 days notice to cure

Key Commitments

✓ Enterprise-Ready: Built for business with commercial-grade terms
✓ Secure: Enterprise-grade security measures and certifications
✓ Reliable: 99.9% uptime with service credits for failures
✓ Compliant: GDPR/UK GDPR compliant with clear data handling
✓ Professional: Dedicated B2B support with defined SLAs

Questions?

• Support: support@mintiq.com
• Legal/Compliance: legal@mintiq.com
• Status Page: status.mintiq.com

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The above summary is for convenience only. The full Terms of Service constitute the legally binding agreement. By using MintIQ, you agree to the complete Terms of Service.

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MintIQ Terms of Service

Effective Date: 15 June 2026

Table of Contents

1. Scope of Service and License
2. AI Usage Policy
3. Data Residency and Data Transfers
4. Security Commitments
5. Service Level Agreement (SLA)
6. Subscription and Billing
7. Warranties and Limitation of Liability
8. Indemnification
   • 8.1 MintIQ's Indemnification of Customer
   • 8.2 Customer's Indemnification of MintIQ
   • 8.3 Indemnification Process
   • 8.4 Additional Provisions
9. Governing Law and Dispute Resolution
10. General Terms

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By using MintIQ's software-as-a-service platform ("Service"), you agree to these Terms of Service ("Terms"). These Terms form a binding agreement between you (the Customer) and MintIQ B.V. (the Provider). If you do not agree, you must not use the Service.

By accepting these Terms, you represent and warrant that you are entering into this agreement on behalf of a business entity and that you are an authorized representative for entering into this agreement.

Order of Precedence: These Terms form part of a set of documents that together govern your use of the Service. Where there is any conflict or inconsistency between these documents, the following order of precedence applies, from highest to lowest, but only to the extent of the conflict:

1. the Quote, Order Form, or other ordering document accepted by the Customer (the "Quote"), including any special terms, amendments, deviations, or conditions expressly set out in it;
2. the Data Processing Agreement (DPA), but solely with respect to the processing of personal data;
3. these Terms of Service; and
4. the Privacy Policy and any other documentation or policies referenced in these Terms.

Where the Quote expressly amends, varies, or replaces a provision of these Terms, the term stated in the Quote will prevail over that provision, but only in relation to the specific matter it addresses and only for the Customer that accepted that Quote. All other provisions of these Terms remain in full force and effect for that Customer and for every other Customer. The mere fact that the Quote addresses a subject that is also covered by these Terms does not, by itself, create a conflict; a term in the Quote prevails only to the extent it cannot reasonably be read consistently with these Terms.

1. Scope of Service and License

License Grant: MintIQ grants you a limited, non-exclusive, non-transferable license to access and use the Service during your subscription term for your internal business purposes, subject to these Terms. This Scope of License defines how you can use the software – including any user limits, permitted use cases, and geographic restrictions – and ensures clarity on what you can and cannot do under the contract. All rights not expressly granted to you are reserved by MintIQ and its licensors.

Permitted Uses: You may use the Service only for legitimate business purposes in accordance with the documentation and applicable law. Your rights to use the Service are conditioned on timely payment of fees and compliance with these Terms. You are responsible for use of the Service by anyone you allow to access it (including employees or contractors), and shall ensure all such users comply with the Terms.

Usage Restrictions: To protect MintIQ's platform and intellectual property, you agree not to:

• Unauthorized Access: Allow any third party who is not an authorized user to access the Service, or use the Service to operate a service bureau for third parties without MintIQ's consent. The Service is for your direct beneficial use only, and you must not resell or sublicense it.
• Reverse Engineering: Attempt to copy, modify, decompile, decrypt, or reverse-engineer any part of the Service, except to the limited extent such restriction is prohibited by applicable law. You shall not remove or obscure any proprietary notices on the Service.
• Competitive Use: Provide access to the Service or any output of the Service to MintIQ's competitors for the purpose of developing a competing product. You will not use the Service to build a similar or competitive product or service.
• Unlawful Activities: Use the Service in any manner that is unlawful, harmful, or violates the rights of others. You shall not upload or transmit any content through the Service that is illegal, defamatory, harassing, obscene, or invasive of privacy, nor any viruses or harmful code. MintIQ may suspend your access for violations of this section after providing notice and opportunity to cure (where feasible).

Any breach of this Scope and License section may result in suspension or termination of your access to the Service.

2. AI Usage Policy

AI-Generated Content: The Service may include features powered by artificial intelligence ("AI") that generate content or provide automated decisions/recommendations.

User Responsibilities: You acknowledge that AI is a probabilistic technology and its outputs may occasionally be inaccurate or inappropriate. Use of AI Outputs is at your own risk. You agree to review and verify AI-generated content before relying on it. You must not use the AI features to knowingly create or disseminate illegal or harmful content, and you are responsible for any decisions or actions you take based on AI-generated results.

Disclaimer of AI Warranties: To the fullest extent permitted by law, MintIQ disclaims any warranties or representations regarding the quality, accuracy, or legality of AI-generated content. The AI features are provided "as-is."

AI Liability: MintIQ shall not be liable for any damages or losses arising from AI-generated content or decisions, such as incorrect predictions or biased outputs. MintIQ's liability for the Service (including AI components) is limited as described in the Warranties & Liabilities section of these Terms. You agree that MintIQ's provision of AI tools does not constitute professional advice and should not be solely relied upon for any decisions with legal or significant impact. If you encounter any AI output that may be problematic (e.g., offensive or clearly erroneous), you should contact MintIQ support for review. MintIQ continuously works to improve AI fairness and transparency in line with AI governance best practices, and will promptly address material issues identified in the AI system.

Ethical AI and Compliance: MintIQ is committed to responsible AI use. We design and train our AI features to avoid unlawful bias and to comply with applicable AI-related regulations. If any automated decision-making by the Service would have legal or similarly significant effects on you or end users, MintIQ will ensure compliance with applicable laws (including providing notice or obtaining consent as required). In the event of forthcoming regulations such as the EU AI Act, MintIQ will take necessary steps to comply, including providing required transparency and human oversight mechanisms. This AI Usage Policy may be updated as needed to align with evolving legal requirements and ethical guidelines.

Duty of Care: Notwithstanding the disclaimers set forth above, MintIQ commits to exercising reasonable care in the development, deployment, and maintenance of the Service, including its AI components and underlying code. This duty of care includes: (a) employing industry-standard software development practices, including code review, testing, and quality assurance procedures; (b) implementing reasonable security measures to protect against vulnerabilities and unauthorized access; (c) monitoring AI system performance and addressing material defects or anomalies in a timely manner; (d) selecting and vetting third-party AI models and services with due diligence; and (e) maintaining qualified personnel to oversee AI systems and respond to reported issues. MintIQ's duty of care is a commitment to act as a reasonable and prudent software provider, but does not create any warranty beyond those expressly stated in this Agreement, nor does it expand MintIQ's liability beyond the limits set forth in the Warranties & Liabilities section.

Fair Use of Included AI Features

Included AI: Your subscription includes access to MintIQ's AI-powered features — including natural-language configuration, AI agents, automation, and content generation — for your ordinary internal business use, in accordance with your plan and the documentation. These features are a core part of the Service, and normal, good-faith use (including heavy day-to-day use and occasional spikes) is expected and welcome.

Fair Use Standard: AI features are provided on a fair-use basis. "Fair use" means use that (a) is generated through the standard MintIQ interfaces in the ordinary course of operating your business; (b) is consistent with your plan and the documentation; and (c) does not place a load on the Service that is disproportionate to your plan and the fees payable under it, having regard to the scale of your operations (such as transaction and document volume and the number of AI agents and automations in use) and to the typical usage of comparable customers on a similar plan. Fair use is assessed over a reasonable period rather than on isolated moments, so short-term peaks do not, by themselves, constitute a breach.

Use That Is Not Fair Use: The following are outside fair use and are not permitted as part of your included AI:

• automated, scripted, programmatic, or bulk invocation of AI features beyond what a human user would generate through normal interactive use — including bots, scrapers, load generators, or mass batch jobs whose primary purpose or effect is to consume AI capacity;
• using AI features to provide a service to, or process the work of, third parties, or reselling, sublicensing, sharing, or otherwise making AI capacity available to any third party outside your business (service-bureau use);
• using AI features, outputs, or prompts to benchmark, train, fine-tune, or develop a competing or substantially similar AI model, product, or service, or to reverse-engineer, extract, or replicate MintIQ's models, prompts, or underlying technology (see also the Usage Restrictions in Section 1);
• circumventing, disabling, or interfering with any rate limit, quota, throttling, or other technical control applied to the AI features; or
• consumption that materially degrades the performance, availability, or cost profile of the Service for MintIQ or its other customers.

Technical Limits: To protect the Service and ensure fair access for all customers, MintIQ may set, apply, and update reasonable technical limits on the AI features — for example, rate limits (per minute, hour, or day), concurrency limits, periodic per-account allowances, and maximum input or output sizes. Any specific current limits will be made available to you (for example, in the documentation, in-app, or in your Quote). Where MintIQ makes a published limit materially less favorable in a way that affects your current subscription term, MintIQ will give you reasonable prior notice.

Where Usage Exceeds Fair Use: If MintIQ reasonably determines that your usage exceeds fair use or otherwise breaches this Fair Use subsection, MintIQ will, except in the urgent circumstances described below, first notify you and work with you in good faith either to bring your usage within fair use (for example, by adjusting configurations or automations) or to agree a suitable higher plan or additional AI capacity. If excessive or non-conforming use continues after such notice, MintIQ may, acting reasonably and proportionately, take one or more of the following steps:

• apply rate limiting to, or temporarily throttle or suspend, the affected AI features;
• require you to upgrade your plan or purchase additional AI capacity; and/or
• charge for the excess usage at MintIQ's then-current rates.

For genuine and urgent threats to the stability, security, or integrity of the Service (including conduct that is materially harming other customers), MintIQ may take immediate protective action and notify you promptly afterwards. Any additional capacity, custom allowances, or overage rates agreed with you will be recorded in your Quote and will prevail in accordance with the order of precedence set out in these Terms.

Plan and Usage Review: Each plan is priced on the basis of the scale of use it is expected to support. If your use of the Service — including the AI features — grows materially beyond what your current plan reasonably contemplates (for example, where AI agents or automations are used to operate at a scale well beyond that typical of comparable customers on your tier), MintIQ may review your usage and discuss with you, in good faith, moving to a plan or pricing that better reflects your actual usage. Any resulting change to your plan or fees will be agreed with you, recorded in your Quote, and will take effect on no less than 30 days' notice (or at your next renewal, if earlier agreed). This is a commercial right to align pricing with usage and is separate from, and additional to, MintIQ's rights in respect of excessive or non-conforming use.

Fair Use and the SLA: Any throttling, suspension, or limitation that MintIQ applies under this Fair Use subsection as a result of your breach is excluded from the Service Availability and SLA calculations, consistent with the SLA exclusions in these Terms. MintIQ will exercise its rights under this subsection reasonably, proportionately, and in good faith, and will not use it to restrict the normal, intended business use of the AI features that your subscription is designed to provide.

3. Data Ownership, Data Residency and Data Transfers

Data Ownership: Customer owns their data. Customer may export their data through the designated self-service function in the application, in commonly used data formats. Customer may request to purge their tenant including all data when their subscription have been terminated.

Data Residency: MintIQ will store Customer data (including personal data you upload to the Service) in data centers located in designated regions. By default, Customer data is stored within the European Economic Area (EEA). MintIQ will not change the primary storage region for your data without notifying you. We aim to honor Customer preferences regarding data location when feasible, in order to meet data residency requirements and minimize latency.

Cross-Border Data Transfers: Whenever Customer personal data is transferred or accessed outside of the jurisdiction of origin (for example, transfers from the EEA or UK to a country not deemed adequate under EU/UK law), MintIQ will ensure such transfer is done in compliance with EU and UK data protection laws. We use legally recognized transfer mechanisms to safeguard personal data in transit across borders. For instance, if we transfer EEA personal data to a country without an EU adequacy decision, we will employ the European Commission's Standard Contractual Clauses (SCCs) or an equivalent GDPR-approved mechanism. For UK personal data transfers, we will likewise use the UK International Data Transfer Agreement or Addendum (the UK-specific adaptation of SCCs) as approved by the UK Information Commissioner's Office.

Compliance and Safeguards: MintIQ will implement any additional supplementary measures required by EU/UK law or regulators for international transfers, and will conduct transfer impact assessments where appropriate. We remain responsible for the security and confidentiality of your data, regardless of where it is processed. All MintIQ subprocessors (e.g., cloud hosting providers) that handle personal data are contractually bound to equivalent data protection commitments, including adherence to SCCs or other transfer safeguards if they access data from outside the EEA/UK. You can request a list of MintIQ's current data storage locations and subprocessors at any time.

Consent to Transfer: By using the Service, you acknowledge and consent that MintIQ may process and store your data in countries outside your country of origin, subject to the above safeguards. MintIQ will not transfer personal data in a manner that violates the EU General Data Protection Regulation (GDPR) or the UK Data Protection Act/UK GDPR. If required by law, MintIQ will obtain any further consents or provide required notices for certain cross-border data transfers. In the event that legal frameworks for EU-US data transfer (for example, a future adequacy decision or Data Privacy Framework) are in place and applicable to MintIQ's processing, MintIQ may rely on such frameworks as appropriate.

Data Privacy: MintIQ's Privacy Policy further details how we handle personal data, including information on data residency, international transfers, and data subject rights. The Privacy Policy and Data Processing Agreement (DPA) we offer are incorporated by reference into these Terms. In case of any conflict between this section and the DPA, the DPA will prevail with respect to personal data handling.

4. Security Commitments

MintIQ takes the security of your data seriously and adheres to industry best practices to protect it. We implement technical and organizational measures designed to safeguard the Service and Customer data from unauthorized access, alteration, disclosure, or destruction. Key security measures include:

• Encryption: All data you transmit to the Service is protected in transit using strong encryption protocols (such as TLS). Customer data is also encrypted at rest on our servers using industry-standard encryption (e.g., AES-256). Adopting robust encryption for data in transit and storage is a critical pillar of GDPR compliance and helps mitigate data breach risks.
• Access Controls: MintIQ employs strict access controls and authentication mechanisms to ensure only authorized personnel and users can access the Service and your data. We use role-based access and the principle of least privilege for our staff. You are responsible for maintaining the confidentiality of your account credentials and must promptly notify MintIQ of any suspected unauthorized access to your account.
• Network & Infrastructure Security: Our cloud infrastructure is protected by firewalls, intrusion detection systems, and regular vulnerability scanning. We maintain up-to-date security patches and monitor our systems for security events. MintIQ's development practices incorporate security by design, including code reviews and penetration testing of the platform.
• Compliance and Standards: Where applicable, MintIQ aligns its security program with recognized standards such as ISO 27001 or SOC 2 (Type II) to ensure a high level of information security management. We continuously review and update our security controls to address evolving threats and to remain compliant with GDPR's Article 32 requirements for "state of the art" security measures. We also implement measures to support privacy compliance (for example, pseudonymization or data minimization techniques, as appropriate).

Security Audits and Certifications: MintIQ periodically undergoes security audits and assessments. We may provide summary audit reports or certificates to customers upon request (subject to reasonable confidentiality restrictions) to demonstrate our security posture. We also require our critical subprocessors to maintain appropriate security certifications or audits. Additionally, MintIQ conducts regular risk assessments and trains its employees on data protection and security protocols.

Breach Notification: In the unlikely event of a data breach affecting your personal data, MintIQ will notify you within 24 hours. Specifically, MintIQ will promptly investigate and inform affected customers of any personal data breach (as defined by GDPR/UK law) after becoming aware of it, and will provide you with relevant details of the breach and the steps taken to mitigate it. If a breach is likely to result in a high risk to the rights and freedoms of individuals, we will also inform you of steps to be taken, so that you can notify impacted individuals or authorities as required. Our breach response plan includes procedures for containment, analysis, notification, and remediation.

Customer Responsibilities: You also play a role in security. You must use the Service in accordance with provided security guidelines. This includes safeguarding your login credentials, using any available two-factor authentication, and promptly updating user access (for example, removing ex-employees). If you discover any security vulnerabilities or incidents, you agree to notify MintIQ immediately so we can take appropriate action.

MintIQ's commitments in this section are in addition to any data protection obligations in a separate DPA. We are committed to maintaining a high level of security and will update these commitments as needed to reflect evolving best practices or legal requirements.

5. Service Level Agreement (SLA)

MintIQ strives to provide a reliable and high-performing Service. This Service Level Agreement (SLA) section outlines our uptime commitments, support response times, and remedies if we fail to meet these standards. Our SLA is designed in accordance with SaaS industry standards to ensure transparency and accountability.

Uptime Commitment: MintIQ commits to a monthly Service Availability of at least 99.9% during each calendar month, excluding scheduled maintenance windows or force majeure events. "Service Availability" means the Service is reachable and operational for use. We calculate uptime as a percentage of total minutes in the month that the Service is available. Scheduled maintenance periods will be communicated in advance and usually scheduled during off-peak hours. MintIQ's uptime commitment reflects common SaaS practice (e.g. many providers guarantee ~99.9% availability).

Example: If there are 30 days in a month (43,200 minutes), MintIQ allows for no more than ~43 minutes of unplanned downtime in that month to meet a 99.9% uptime commitment.

Support Response Times: MintIQ offers customer support to address technical issues and questions. Support is available via email, which is our primary support channel; chat and phone support are available on request. Support is provided during business hours (and 24/7 for critical issues if you have an enterprise plan). We will respond to support tickets within the following target timeframes, based on severity:

• Critical Issues (Service unavailable or severe defect): Response within 2 hours.
• High Priority (significant feature impairment): Response within 8 business hours.
• Normal Priority (general issues or questions): Response within 2 business days (16 business hours).

Response time means the time for a support engineer to acknowledge your ticket and begin working on it. MintIQ's support team will use best efforts to resolve issues as soon as practicable, and we may provide status updates periodically until resolution. Actual resolution times may vary depending on complexity.

Measurement of Response-Time Targets: The response times above are service-level targets measured on an aggregate basis per calendar month, and not a guarantee for every individual ticket. For each severity level, MintIQ is considered to have met the applicable response-time target in a given calendar month if at least eighty percent (80%) of the support tickets of that severity logged during that month received an initial response within the stated target window. An individual ticket occasionally falling outside the target window does not, by itself, constitute a failure to meet this SLA, provided that the 80% threshold for the relevant severity is met for that month.

Service Monitoring: MintIQ continuously monitors the Service uptime and performance. You can view our status page at [status.mintiq.com] for real-time and historical uptime information. We log incidents of downtime and will post root-cause analysis for significant outages.

Maintenance: MintIQ will give at least 72 hours notice (via email or in-app notification) before any scheduled maintenance that may cause downtime. Emergency maintenance (to patch security vulnerabilities, for example) may occur on short notice, but we will still attempt to inform you if possible. Scheduled maintenance windows and emergency maintenance are excluded from uptime calculations under this SLA.

Remedies for Downtime: If MintIQ fails to meet the 99.9% uptime commitment in a given month, you will be eligible for a Service Credit. Service Credit is a percentage of your monthly subscription fee, credited to your account, calculated as follows: for each 1% that actual uptime fell below the 99.9% target, a credit of 5% of the monthly fee (up to a maximum of 100% of that month's fee) will be granted. For example, if uptime in a month is 98.9% (1% below target), you could request a credit of 5% of that month's fee. To receive a Service Credit, you must contact MintIQ support within 30 days of the end of the affected month and request the credit, including any evidence of the outage if available. Once verified, we will apply the credit to your next billing cycle. Service Credits are your sole and exclusive remedy for any failure by MintIQ to meet the uptime or SLA commitments.

Exclusions: The SLA commitments do not apply to performance issues or downtime: (a) caused by factors outside of MintIQ's reasonable control (see Force Majeure), including any general Internet outages or third-party services; (b) resulting from any actions or inactions of Customer or any third party (for example, errors in the systems provided by Customer, network issues on Customer's side, or misuse of the Service); or (c) arising from MintIQ's suspension of Service due to Customer's breach of this Agreement or scheduled maintenance.

SLA Review: MintIQ may update the SLA terms (including uptime targets or credit scheme) from time to time, but any change will not have a material adverse effect on you during your current subscription term. In case we enhance our service reliability, we might increase the uptime percentage or adjust terms to reflect improved performance.

Repeated SLA Failures: If MintIQ repeatedly fails to meet the SLA commitments in a manner that materially and adversely impacts Customer's operations, Customer may provide written notice to MintIQ specifying the nature and extent of the SLA failures ("Breach Notice"). Upon receipt of such Breach Notice, MintIQ shall have ninety (90) days to materially improve the Service to meet the SLA commitments. If MintIQ fails to achieve such material improvement within the 90-day cure period, Customer may terminate this Agreement by providing written notice to MintIQ. Upon such termination, Customer shall be entitled to a pro-rata refund of any prepaid fees for the unused portion of the then-current subscription term.

6. Subscription and Billing

Subscription Plans: MintIQ's Service is provided on a subscription basis. You may sign up for the Service under various plans (e.g., monthly or annual subscriptions, with differing feature levels or user counts). The specific Subscription Plan, term length, number of authorized users, and fees are selected by you in your order or sign-up process (Order Form or online registration). These Terms apply to all plans, and any plan-specific conditions will be stated at purchase.

Fees and Payment: You agree to pay all applicable fees for the chosen subscription, as described at the time of order. Fees are charged in advance. By default, subscriptions are billed annually in advance. For larger orders, quarterly or monthly billing in advance may be available by agreement (as set out in your Quote); please ask your MintIQ representative. Where quarterly or monthly billing applies, each billing period is payable in advance. All payments shall be made in the currency and via the payment method specified. You authorize MintIQ (or our payment processor) to charge your provided payment method for the subscription fees and any applicable taxes on a recurring basis for auto-renewing subscriptions.

All fees are non-cancellable and non-refundable once paid. This means that if you decide to stop using the Service mid-term, you are not entitled to a refund for the unused period. If you downgrade or cancel a plan in the middle of a billing cycle, the change will take effect at the next renewal and you will not receive a prorated refund.

Taxes: Fees are stated exclusive of any taxes (VAT, sales tax, etc.) unless indicated otherwise. You are responsible for any taxes and duties payable on the Service fees (other than taxes on MintIQ's income). If MintIQ has the legal obligation to pay or collect taxes for which you are responsible, we will add such taxes to your billing amount unless you provide a valid tax exemption certificate.

Auto-Renewal: Subscription Renewal terms are as follows: At the end of each subscription term, your Service subscription will automatically renew for an additional term equal to the expiring term (e.g., month-to-month or year-to-year) unless either party gives prior notice of non-renewal at least 30 days before the end of the current term. You may opt out of auto-renewal by contacting MintIQ support or using any self-service cancellation feature in your account settings before the renewal date.

Upon renewal, we will charge your payment method the applicable subscription fees for the renewal term. MintIQ reserves the right to adjust the subscription fee at the start of any renewal term to reflect current pricing, provided that we notify you of any price increase at least 90 days in advance. If you do not agree to a price increase, you may choose to cancel the renewal (effective at the end of the current term) by giving notice before the renewal date.

Upgrades and Downgrades: If you upgrade your subscription (e.g., to a higher tier or adding users) during a term, any incremental fees will be prorated for the remainder of the term and charged accordingly. If you downgrade (reducing features or users), the change will typically apply from the next renewal and will not retroactively reduce fees in the current term. We recommend contacting MintIQ support to discuss any plan changes.

Late Payments: If your payment method fails or your account becomes past due, MintIQ reserves the right to suspend or limit your Service access after providing you with a notice (e.g., an email reminder) and a reasonable grace period of 10 business days. You agree to reimburse MintIQ for any reasonable costs of collection (for example, fees charged by debt collectors) in case of overdue payments. We may charge interest on late payments at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. MintIQ will reinstate suspended accounts promptly upon receipt of overdue amounts.

Billing Discrepancies: Any alleged inaccuracy in an invoice must be reported in writing by either MintIQ or the Customer within 6 months of the invoice's original issue date. If no such notice is given within that period, the invoice is deemed final and both parties irrevocably waive any right to reclaim or offset amounts arising from the unreported discrepancy, except where such waiver is unenforceable under applicable law, in which case the law shall prevail.

Free Trials and Offers: If you are on a free trial or other promotional offer, you may use the Service without charge until the trial period ends or you exceed the trial limitations. After the trial, you will need to subscribe to a paid plan to continue using the Service. If you provided a payment method for a trial that converts to a paid subscription automatically, we will notify you of the conversion and charge the applicable fee at the end of the trial unless you cancel before that date. You may only use a free trial once unless otherwise permitted by MintIQ.

Cancellation: You may terminate your subscription at any time by providing at least 30 days written notice to MintIQ (through your account dashboard or customer support). If you cancel, you will continue to have access to the Service until the end of your prepaid term, after which the Service will terminate. We do not provide refunds or credits for unused periods in a subscription term. MintIQ may also terminate or not renew your subscription if you materially breach the Terms and fail to cure such breach within 30 days after notice, or if we discontinue the Service (in which case we will provide a pro-rata refund for any prepaid period not provided).

Post-Cancellation Data Retention: Following the termination of your subscription, MintIQ will retain your database and tenant in an inactive state for a period of 6 months. During the first 2 months of this retention period, you may request continued read-only access for one (1) user to retrieve or export your data. After the 6-month retention period expires, MintIQ is eligible to permanently delete your tenant and all associated data from its servers. Alternatively, you may request immediate deletion of your tenant and all data at any time by submitting an explicit written request to legal@mintiq.com. Upon receipt of such a deletion request, MintIQ will permanently delete your data within 30 days, subject to any legal obligations to retain certain records.

7. Warranties and Limitation of Liability

MintIQ's Warranties: MintIQ warrants that during your subscription term, the Service will operate in substantial conformity with the documented specifications and that we will perform any professional services (such as support or implementation assistance) with reasonable skill and care. We also warrant that we have the legal right to grant the license to the Service and that to our knowledge, the Service does not infringe the intellectual property rights of any third party (subject to the Indemnification section below). These are MintIQ's only express warranties. We do not warrant that the Service will be absolutely error-free or uninterrupted, though we commit to the uptime and support standards in the SLA section. If you notify us of a material defect in the Service, we will use reasonable efforts to correct it.

Disclaimers: Except as expressly provided above, the Service is provided "AS IS" and "as available," without any other warranties of any kind. To the maximum extent permitted by law, MintIQ disclaims all other warranties and conditions, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee that the Service will meet all of your requirements, or that it will achieve any intended results, or that the data or output that you obtain from the Service will be accurate or reliable (especially in the context of AI outputs, as noted above). While MintIQ strives for high accuracy and security, we cannot warrant that the Service is completely free of vulnerabilities or human errors. No oral or written information or advice given by MintIQ or its representatives shall create any additional warranty.

Customer Warranties: You represent and warrant that you have the authority to enter into these Terms on behalf of a business entity and that your use of the Service and provision of data to MintIQ will not violate any applicable laws or rights of others. For example, you warrant that any data you upload does not infringe the intellectual property or privacy rights of third parties and that you have obtained any necessary consents for MintIQ to process personal data on your behalf.

Limitations of Liability: To the fullest extent permitted by applicable law, each party's liability under this Agreement is limited as set forth below. These limitations are fundamental to the parties' agreement and allocation of risks.

• Indirect Damages: Neither party will be liable to the other for any indirect, special, incidental, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to the Service or this Agreement. This exclusion applies even if a party was advised of the possibility of such damages, and regardless of the legal theory (contract, tort, or otherwise). In plain terms, MintIQ is not responsible for losses like your business profit loss, loss of customers, or other indirect harms that may result from issues with the Service, and likewise you are not liable to MintIQ for such indirect damages.
• Liability Cap: MintIQ's total aggregate liability to you for all claims arising from or related to the Service or these Terms (whether in contract, tort, or any theory of liability) is limited to the amount you paid to MintIQ for the Service in the 12 months immediately preceding the event giving rise to the claim. If no fees were paid (e.g., during a free trial), MintIQ's liability is limited to €1,000.
• Exceptions: The above exclusions and caps on liability will not apply to the extent prohibited by law. Specifically, nothing in these Terms limits or excludes liability for death or personal injury caused by a party's negligence, or for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law. Additionally, the Indemnification obligations in Section 8 (for IP infringement or third-party claims) are subject to the liability cap unless otherwise stated, but will not be construed to limit amounts payable to third parties under an indemnified claim.

Allocation of Risk: The pricing of the Service reflects the allocation of risk and the limitations of liability specified in these Terms. You acknowledge that without these limitations, the fees charged would be higher. Each party has a duty to mitigate damages under general contract law, which means you and MintIQ will each use reasonable efforts to reduce any loss or damage that occurs.

Survival: The provisions of this section (Warranties & Limitation of Liability) survive any termination or expiration of the Agreement. The remedies and limitations stated here are cumulative and apply to the maximum extent allowed by law.

8. Indemnification

8.1 MintIQ's Indemnification of Customer

MintIQ will defend you (and your officers, directors, and employees) against any third-party claim, demand, lawsuit, or proceeding ("Claim") alleging that the MintIQ Service, as provided and used in accordance with this Agreement, directly infringes a third party's patent, copyright, or trademark, or misappropriates a third party's trade secrets. MintIQ will indemnify you against any damages, legal fees, and costs finally awarded by a court or agreed in settlement for such Claims. This indemnity is provided on the condition that: (a) you promptly notify MintIQ in writing of the Claim (so we can respond in a timely manner); (b) MintIQ has sole control over the defense and any settlement negotiations (you agree that MintIQ may choose legal counsel and direct the defense); and (c) you cooperate reasonably with MintIQ (at our expense) in the defense and provide all information or assistance that we reasonably request.

Exclusions: MintIQ will have no obligation to indemnify any Claim to the extent it arises from: (i) your use of the Service in combination with software, hardware, or data not provided by MintIQ, if the Claim would have been avoided by using the Service alone; (ii) any modification to the Service not made or authorized by MintIQ; or (iii) your use of the Service in violation of these Terms or for a purpose not intended by MintIQ. If a Claim arises alleging infringement due to an open-source component or a third-party component integrated into the Service, MintIQ's obligations may be limited to whatever indemnification rights we can obtain from the third-party provider.

Remedies for Infringement: If the Service becomes (or in MintIQ's opinion is likely to become) the subject of an IP infringement Claim, MintIQ will, at its option and expense: (a) obtain for you the right to continue using the Service; (b) modify or replace the affected part of the Service so that it becomes non-infringing while providing substantially equivalent functionality; or (c) if MintIQ determines that the above options are not commercially reasonable, terminate your use of the affected Service and refund any prepaid fees covering the remainder of your subscription term from the date of termination. This Section 8.1 states your exclusive remedy for any third-party intellectual property infringement claims regarding the Service.

8.2 Customer's Indemnification of MintIQ

You agree to defend, indemnify, and hold harmless MintIQ and its affiliates, and their officers, directors, and employees, from and against any third-party Claims, damages, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or your Authorized Users' use of the Service in violation of the Terms or applicable law; (b) any content or data you (or your users) input, upload, or store in the Service, including any Claim that such content infringes or misappropriates a third party's rights (for example, if you upload data that violates someone's copyright or privacy rights); or (c) your breach of any representation, warranty, or other provision of these Terms. In other words, if a third party sues MintIQ because of something you did (like using the Service to do something unlawful or infringing), you will cover MintIQ's costs and damages for that claim.

Your indemnification obligation is subject to: (a) MintIQ promptly notifying you of the Claim and providing reasonable cooperation (at your expense) in the defense; (b) you having sole control of the defense and settlement of the Claim (provided that you shall not settle any Claim unless it unconditionally releases MintIQ of all liability and such settlement does not affect MintIQ's business or impose obligations on MintIQ without consent); and (c) MintIQ not having compromised or settled the Claim without your consent. MintIQ has the right to participate in the defense with its own counsel at its own expense.

8.3 Indemnification Process

The indemnified party (MintIQ or you, as the case may be) shall provide prompt written notice of any Claim and reasonably cooperate with the indemnifying party in defending it. Failure to give timely notice relieves the indemnifying party of its obligations only to the extent it was prejudiced by the delay. The indemnifying party will have full control of the defense and settlement of the Claim; however, any settlement that admits liability or imposes any financial or non-monetary obligation on the indemnified party requires that party's prior written consent (which will not be unreasonably withheld). The indemnified party has the right to approve any counsel the indemnifying party chooses, such approval not to be unreasonably withheld.

8.4 Additional Provisions

The foregoing indemnities are the sole and exclusive remedies for the respective types of third-party claims addressed in this Section. Each party's liability under its indemnity is subject to the Limitation of Liability section above, except that liabilities to third parties (the claimants) are not capped (the cap applies between the contracting parties).

9. Governing Law and Dispute Resolution

Governing Law: This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the Netherlands.

Jurisdiction: The parties agree that any disputes or claims arising out of or relating to these Terms or the Service shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands (Rechtbank Amsterdam).

Dispute Resolution Process: We value our customer relationships and aim to resolve disputes efficiently and fairly. Before commencing any formal legal action, please contact MintIQ at hello@mintiq.com or legal@mintiq.com to discuss the dispute informally. Often, issues can be resolved through our customer support or escalation to MintIQ management. We will in good faith attempt to resolve the matter without needing court intervention. This request to contact us first is not legally binding, but is an expected step to foster a resolution.

If a dispute cannot be resolved amicably within 30 days, either party may pursue legal remedies in accordance with the jurisdiction clause above. In certain cases, and by mutual agreement, we might consider alternative dispute resolution methods such as mediation or arbitration, but this is not mandated by these Terms.

Injunctive Relief: Notwithstanding the above, either party may seek urgent injunctive relief in any competent court to prevent imminent harm (for example, MintIQ may go to any court of competent jurisdiction to seek an injunction to stop unauthorized use or copying of its software).

Prevailing Language: These Terms may be presented in multiple languages. In case of discrepancies, the English version will prevail.

10. General Terms

Force Majeure: Neither party will be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials ("Force Majeure Event"). The affected party must promptly notify the other party and use reasonable efforts to minimize the impact of the Force Majeure Event.

Entire Agreement: These Terms (together with any Order Form and referenced documents like the Privacy Policy and DPA) constitute the entire agreement between you and MintIQ regarding the Service and supersede any prior agreements, understandings, or communications, whether written or oral. In the event of any conflict or inconsistency between these documents, the Order of Precedence set out in the introduction to these Terms applies.

Amendments: MintIQ may update these Terms from time to time (for example, to reflect changes in law or new features). If we make material changes, we will notify you (via the Service or by email) at least 30 days before the changes take effect, unless a change is required sooner by law. If you do not agree to the updated Terms, you may terminate your subscription before the effective date of the changes. Continued use of the Service after the effective date constitutes acceptance of the new Terms. Any other modifications to these Terms must be in writing and signed by both parties.

Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

Waiver: No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and MintIQ's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer these Terms or your rights under them without MintIQ's prior written consent. MintIQ may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Notices: Any notices required under these Terms shall be in writing and delivered to the email address associated with your account (for notices to you) or to legal@mintiq.com (for notices to MintIQ). Notices are deemed given when sent.

Relationship of Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Export Compliance: You agree to comply with all applicable export and import control laws and regulations in your use of the Service.

Publicity: MintIQ may identify you as a customer and use your company name and logo in marketing materials, customer lists, and website, unless you notify us in writing that you do not consent to such use.

Survival: Provisions that by their nature should survive termination of these Terms will survive, including but not limited to: Sections on Ownership, Confidentiality, Warranties and Limitation of Liability, Indemnification, and Governing Law.

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By accepting the quote or using the Service after these Terms have been presented to you, you acknowledge that you have read and understood this Agreement and agree to be bound by it.

If you have any questions about these Terms, please contact us at hello@mintiq.com.