By accessing or using the platform, services, tools, APIs, or any related offerings (collectively, the "Services") provided by M.Intelligence, accessible at client.mintel.app and mintel.app ("M.Intelligence," "Company," "we," "us," or "our"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree, you must not access or use the Services.

The M.Intelligence Services are available only to entities and individuals who can form legally binding contracts under applicable law. By using the Services, you represent that you are at least 18 years of age and have the legal capacity and authority to enter into these Terms. The Services are designed for business and professional use and are not intended for consumer use.

Access to M.Intelligence is provided on an invitation-only basis at our sole discretion. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify M.Intelligence of any unauthorized use or suspected breach.

We reserve the right to suspend or terminate any account at any time, with or without notice, for any reason, including but not limited to suspected violation of these Terms, unauthorized access, or conduct that we determine, in our sole discretion, to be harmful to the Services or other users.

M.Intelligence provides data analysis, intelligence, and operational services as described in the applicable service agreement, order form, or statement of work executed between you and the Company (each, a "Service Agreement"). These Terms govern all use of the Services. In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall control solely with respect to the subject matter of that conflict.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation.

"Customer Data" means all data, content, and information submitted by or on behalf of Customer to M.Intelligence. You retain all right, title, and interest in your Customer Data. You grant M.Intelligence a limited, non-exclusive, non-transferable license to use, process, store, and transmit Customer Data solely as necessary to provide the Services and as described in our Privacy Policy.

You represent and warrant that you have all rights, consents, and permissions necessary to submit Customer Data and to grant the rights herein, and that the Customer Data does not violate any applicable law, regulation, or third-party right.

M.Intelligence implements commercially reasonable administrative, technical, and physical safeguards to protect Customer Data. However, no method of electronic storage or transmission is 100% secure, and we cannot guarantee absolute security.

Customer Data is logically isolated on a per-tenant basis within M.Intelligence. Each Customer environment is segregated, and no Customer shall have access to another Customer's data. We do not aggregate, commingle, or use Customer Data from one tenant to benefit another, except in anonymized, aggregated form that cannot reasonably be used to identify any Customer or individual, and only where expressly permitted by the applicable Service Agreement.

All right, title, and interest in and to the M.Intelligence platform and Services — including but not limited to all software, algorithms, models, methodologies, architectures, processes, interfaces, designs, data structures, trade secrets, know-how, documentation, and all derivatives and improvements thereof — are and shall remain the exclusive property of M.Intelligence and its licensors. Nothing in these Terms grants you any right, title, or interest in the Services except for the limited right to use the Services as expressly set forth herein.

You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of the Services; (b) copy, modify, adapt, translate, or create derivative works based on the Services; (c) sublicense, sell, lease, rent, distribute, or otherwise transfer rights to the Services; (d) remove, obscure, or alter any proprietary notices; or (e) use the Services to build a competing product or service.

All output, insights, reports, analyses, and results generated by M.Intelligence ("Output") are licensed to the Customer for internal business use only. The underlying methods, processes, models, and systems used to generate such Output remain the exclusive intellectual property of M.Intelligence.

"Confidential Information" means all non-public information disclosed by either party to the other, whether orally, in writing, or by inspection, including but not limited to business plans, technical data, product designs, pricing, customer lists, financial information, and the terms of any Service Agreement. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it only as necessary to exercise rights or perform obligations under these Terms. These obligations shall survive termination for a period of five (5) years, or indefinitely for trade secrets.

You agree not to use M.Intelligence to:

• Violate any applicable law, regulation, or third-party right
• Transmit malicious code, viruses, or any destructive content
• Attempt to gain unauthorized access to any systems, accounts, or data
• Interfere with, disrupt, or overload the Services or related infrastructure
• Circumvent any security measures, rate limits, or access controls
• Use automated means to scrape, extract, or harvest data from the Services
• Engage in any activity that could damage, disable, or impair the Services
• Use the Services to store or transmit material that is infringing, defamatory, obscene, or otherwise objectionable
• Benchmark, test, or evaluate the Services for competitive purposes without prior written consent
• Resell, redistribute, or provide access to the Services to unauthorized third parties

Service levels, uptime commitments, and support terms, if any, are as set forth in the applicable Service Agreement. Unless otherwise specified in a Service Agreement, the M.Intelligence Services are provided "as available" and we make no guarantees regarding uptime, availability, or response times.

Fees for M.Intelligence Services are as set forth in the applicable Service Agreement or order form. Unless otherwise specified: (a) all fees are quoted in U.S. dollars; (b) fees are non-refundable except as expressly stated; (c) payment is due within thirty (30) days of invoice date; and (d) late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend Services for any account with overdue balances exceeding thirty (30) days.

These Terms commence upon your first access to M.Intelligence and continue until terminated. Either party may terminate for convenience upon thirty (30) days' written notice. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within fifteen (15) days of receiving notice.

Upon termination: (a) your access to M.Intelligence will be immediately revoked; (b) you must cease all use of the Services; (c) we will, upon written request made within thirty (30) days of termination, make Customer Data available for export in a standard format; and (d) after such thirty (30) day period, we may delete all Customer Data in accordance with our data retention policies. Sections 7, 8, 13, 14, 15, 16, and 17 shall survive termination.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, M.INTELLIGENCE AND ITS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR COMPLETENESS. M.INTELLIGENCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. ANY OUTPUT OR INSIGHTS PROVIDED BY M.INTELLIGENCE ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL, LEGAL, FINANCIAL, OR REGULATORY ADVICE. YOU ASSUME ALL RESPONSIBILITY FOR DECISIONS MADE BASED ON SUCH OUTPUT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL M.INTELLIGENCE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR USE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

M.INTELLIGENCE'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO M.INTELLIGENCE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF NO FEES HAVE BEEN PAID, M.INTELLIGENCE'S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

You agree to indemnify, defend, and hold harmless M.Intelligence and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of M.Intelligence; (b) your breach of these Terms; (c) your violation of any applicable law or third-party right; (d) any Customer Data you submit; or (e) any dispute between you and any third party relating to the Services.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English and held in Wilmington, Delaware, or remotely at the arbitrator's discretion. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

Entire Agreement. These Terms, together with any applicable Service Agreement and the M.Intelligence Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, whether written or oral.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. No waiver of any provision shall be deemed a further or continuing waiver of such provision or any other provision. A party's failure to enforce any right shall not constitute a waiver of such right.

Assignment. You may not assign or transfer these Terms or any rights hereunder without the prior written consent of M.Intelligence. M.Intelligence may assign these Terms freely in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, power failures, internet or telecommunications failures, or cyberattacks.

Notices. All notices under these Terms shall be in writing and delivered by email to the address associated with your account or to legal@mintel.app for notices to M.Intelligence. Notices are deemed received upon confirmed delivery.

Modifications. M.Intelligence reserves the right to modify these Terms at any time. We will provide notice of material changes via the Services or by email. Your continued use of M.Intelligence after such notice constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.