Terms and Conditions

1. Amendments to the Terms

We reserve the right to amend these Terms from time to time, to reflect changes in law, our Services, or business practices. The most recent version of these Terms will always be posted on our website, and the update date will be reflected in the "Last Updated" heading. If we make any significant changes adversely affecting your rights and obligations, and per applicable law, we will provide you with notice of such changes, such as by sending an email. If you do not agree to the updated Terms, you may cancel your Subscription Plan before the changes become effective and stop using the Services. YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER WE POST ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

2. Definitions

3. Right of Use, Ownership and Restrictions

3.1 Grant of Rights

MonkOS hereby grants the Customer, together with its Authorized Users, a non-exclusive, non-transferable (except as otherwise permitted herein), non-sublicensable, revocable, limited right to access and use the Services, during the Term, solely in accordance with these Terms, the Documentation and the Subscription Plan, and in compliance with applicable law, for the Customer's own business purposes.

3.2 Single Sign-On Authentication

Customer may open an Account by authenticating through a third-party single-sign-on provider (each, an "SSO Provider") such as Google or Apple. By choosing this option, Customer authorizes MonkOS to receive from, and transmit to, the SSO Provider the information reasonably necessary to create and maintain the Account.

3.3 Use Restrictions

Except as permitted in these Terms, the Customer and its Authorized User, shall not, directly or indirectly:

• Copy, modify, create derivative works, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the MonkOS Proprietary, the Services or the Documentation, in whole or in part
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services
• Use the Services to build or improve a competing service
• Use the Services for any illegal, immoral, or unauthorized purpose

3.4 Prohibited Uses

Customer and its Authorized Users shall not use the Services for any software or utilization that:

• Supports the design, manufacture, provision, or facilitation of weapons or violent acts
• Produce, market, or distribute illegal drugs
• Deliver unregulated medical diagnosis, life-support, or other high-risk health functions
• Create, distribute, or solicit child-exploitation, extremist, or hate content
• Violate export-control or economic-sanctions laws
• Transmit malware, spam, or engage in fraud or other unlawful activity

3.5 Customer Data and Outputs

The Customer retains all rights, title, ownership and intellectual property rights in and to the Customer Data and the Outputs. Subject to these Terms, and solely to the extent necessary to provide the Service during the Term, the Customer grants MonkOS a worldwide, limited term license and right to use, access, process and transmit the Customer Data and the Outputs.

3.6 No AI Training

4. Customer Responsibilities

4.1 Account Security

The Customer is solely responsible for all activities done under its Account and by any of its Authorized Users, or a third party under the Customer's control, and MonkOS will not be held responsible for any unauthorized access to the Account by any such third parties. The Customer shall notify MonkOS immediately upon becoming aware of any unauthorized access to or use of the Account.

4.2 Output Validation

While MonkOS strives to generate deployment Outputs that are accurate and functional, the Customer remains solely responsible for validating their suitability prior to use. Outputs should be reviewed and tested in a staging or non-production environment to ensure alignment with the Customer's infrastructure, configurations, and operational requirements.

4.3 Autonomous Execution

4.4 Third-Party Cloud Costs

Customer is solely responsible for all fees, costs, and usage-based charges assessed by third-party cloud, hosting, or other service providers that arise from or relate to (i) Customer's configuration of the Services, (ii) deployment or execution of any Outputs, or (iii) automated actions performed by the Services on Customer's instruction. Customer should implement appropriate spend controls, alerts, and usage limits with its cloud providers.

5. Warranties and Disclaimers

5.1 Customer Warranties

The Customer represents and warrants that:

• It has full power and authority to enter into and perform its obligations under these Terms
• It will comply with these Terms, the Documentation and all applicable laws in its use of the Services
• All Customer Data is accurate, lawful and do not infringe or misappropriate any third-party rights
• It has obtained and will maintain all necessary rights, consents and permissions for the collection, processing and storage of Customer Data

5.2 MonkOS Warranties

MonkOS hereby represents and warrants that: (i) it has full legal authority to enter into these Terms; (ii) it has the professional skills and knowledge necessary in order to provide the Services; (iii) the Services will comply with the Documentation; (iv) the Services do not infringe on the proprietary rights of any third party; and (v) it and the Services will comply with applicable law.

5.3 Disclaimers

6. Support

At its discretion, MonkOS may offer limited, e-mail-based assistance to Customer during MonkOS' regular business days and hours (Monday--Friday, excluding public holidays observed at MonkOS' principal place of business). Any such assistance is provided on a commercially reasonable-efforts basis and may be modified, suspended, or withdrawn by MonkOS at any time without liability. Support inquiries should be sent to: support@monk.io.

7. Fees and Payment

7.1 Fees

In consideration for the right to access and use the Services granted hereunder, the Customer shall pay MonkOS such one-time and/or ongoing fees, at such rates and on such basis (whether prior to or in arrears of the performance of any Services) as presented as part of the Subscription Plan ("Fees"). Unless otherwise stated, all fees are non-refundable, including if the Customer terminates these Terms prior to the end of the Term.

7.2 Taxes

Subject to applicable law, the Fees are exclusive of any sales taxes and similar assessments. The Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Customer hereunder, other than any taxes imposed on MonkOS' income.

7.3 Payment Processing

To facilitate payment for the Service via bank account, credit card, debit card, or other payment methods, MonkOS engages one or more third-party payment processors (each, a "Payment Processor"). All payment processing is performed by the applicable Payment Processor and is governed by that Payment Processor's own terms, conditions, and privacy policy. By using the payment features of the Service, you authorize the Payment Processor to store and automatically charge your designated payment method.

8. Term, Termination and Suspension

8.1 Term

These Terms shall become effective in accordance with your Subscription Plan and continue until the earlier of (a) such Subscription Plan end date, or (b) such time that these Terms are terminated by either Party as set forth herein ("Term").

8.2 Termination for Breach

Each Party may immediately terminate these Terms in the event the other Party is in breach of these Terms and fails to cure the breach within 30 days of receipt of written notice from the non-breaching Party.

8.3 Suspension

MonkOS may suspend the Customer's and Authorized Users' access to or use of any portion or all of the Services immediately upon notice to the Customer, in the event that the Customer's use of the Services: (i) poses a security risk to the Services or any third party; (ii) could adversely impact MonkOS' systems, the Services or any MonkOS Proprietary; (iii) will be a liability to MonkOS or its Affiliates; or (iv) could be fraudulent or unlawful.

8.4 Effect of Termination

Upon termination or expiration of these Terms: (i) any rights granted to the Customer under these Terms shall immediately terminate; (ii) each Party will immediately return or destroy the other Party's Confidential Information in its possession; and (iii) any provisions hereof that by their nature should continue to apply following termination shall continue to remain in effect. The Customer acknowledges that upon termination or expiration of these Terms, MonkOS reserves the right to delete Customer Data within 60 days following termination.

9. Data Protection, Security and Backup

9.1 Privacy Policy

MonkOS shall process Customer's Personal Data (as such term is defined under applicable privacy laws), subject to its legal obligations and in accordance with its policy available at monk.io/privacy.

9.2 Security Measures

MonkOS continuously enhances its security strategy, adhering to industry standards and conducting independent third-party audits and certifications to mitigate risks and limit the impact of security incidents. However, while MonkOS implements robust physical, technical, and administrative measures to protect the Services and Customer Data from unauthorized access, destruction, use, modification, or disclosure, the Customer acknowledges and agrees that no system or technology can provide a guarantee of 100% security.

9.3 Customer Backup Responsibility

The Customer acknowledges and agrees that it bears sole responsibility for maintaining current and adequate backups of its Customer Data.

10. Confidentiality

Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care. Confidential Information may only be used to fulfill obligations under these Terms and disclosed solely to employees, agents, or contractors who need to know it for such purposes and are bound by confidentiality obligations no less restrictive than those in these Terms. These obligations survive termination of these Terms for three (3) years, and indefinitely for trade secrets.

11. Indemnification

11.1 Customer Indemnification

The Customer shall defend, indemnify, and hold harmless MonkOS, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning:

• The Customer's breach of these Terms
• The Customer's use of the Services, including any related code or deployment
• Any data, content, or materials provided or uploaded by the Customer, including without limitation Customer Data
• Any violation of applicable laws or regulations by the Customer in connection with its use of the Services

11.2 MonkOS Indemnification

MonkOS shall defend, indemnify, and hold harmless the Customer and its employees, officers, and representatives from and against any third party losses arising out of or relating to any claim concerning:

• Infringement of a third party's intellectual property rights by the MonkOS Technology
• MonkOS' gross negligence, willful misconduct, or fraud

12. Limitations of Liability

Notwithstanding the foregoing, the limits in this Section 12 shall not apply to (a) MonkOS indemnification obligations under Section 11; or (b) MonkOS fraud, willful misconduct, or gross negligence.

13. Miscellaneous

13.1 Assignment

Neither Party may assign or otherwise transfer these Terms or its rights and obligations hereunder without the other Party's prior written consent; provided, however, that each Party may assign these Terms at any time without the other Party's consent: (a) in connection with a merger, acquisition or sale of all or substantially all of its business or assets; or (b) to any Affiliate or as part of a corporate reorganization.

13.2 Entire Agreement

These Terms together with their annexes including the Privacy Policy and any other annex to the Terms, as may be amended from time to time, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal.

13.3 Governing Law and Jurisdiction

Any dispute between the Customer and MonkOS will be governed by the laws of the State of New York, without regard to the conflict of laws provisions thereof, and any legal suit, action or proceeding arising out of or relating to these Terms must be instituted in the competent federal or state courts of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

13.4 Export Control and Sanctions

Customer shall not access or use the Services in violation of applicable export-control or economic-sanctions laws.

13.5 Severability

If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of these Terms will remain in full force and effect.

14. Contact Information

For support, account issues, or questions about these Terms, please email legal@monk.io.