MINDGARD, INC.
MASTER SERVICES AGREEMENT
TERMS AND CONDITIONS

(updated as of March 9, 2026)

THIS MASTER SERVICES AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO BY MINDGARD, INC., A COMPANY INCORPORATED IN DELAWARE, HAVING AN OFFICE AT “470 ATLANTIC AVENUE, FLOOR 12, BOSTON, MA 02210, USA” IF CUSTOMER IS LOCATED IN THE UNITED STATES OR MINDGARD LIMITED, A COMPANY INCORPORATED IN ENGLAND AND WALES (NO.14120558), HAVING ITS REGISTERED OFFICE AT “34 LIME STREET, LONDON, EC3M 7AT, UNITED KINGDOM” IF CUSTOMER IS LOCATED IN ANY OTHER COUNTRY (EMAIL ADDRESS FOR LEGAL NOTICES: LEGAL@MINDGARD.AI) (“MINDGARD”); AND THE CUSTOMER ENTERING INTO THIS AGREEMENT (“CUSTOMER”). THIS AGREEMENT GOVERNS CUSTOMER’S ACCESS TO AND USE OF THE MINDGARD SERVICES. CUSTOMER ACCEPTS THIS AGREEMENT AND AGREES TO THE TERMS, BY (1) CREATING A SERVICES ACCOUNT AND USING THE SERVICES, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING A FREE TRIAL. EACH PERSON EXECUTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. 
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In this Agreement the following terms have the meanings ascribed next to them:
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1. Definitions
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1.1 “AI Asset” means any Model, Dataset, configuration, pipeline, environment, or other component of an AI System that is scanned, assessed, or analyzed through the Services.

1.2 “AI Red Teaming Services” means controlled adversarial testing or attack simulation activities conducted by or through the Services (whether automated or human-assisted) to identify, validate, or demonstrate vulnerabilities, weaknesses, or risks in Customer AI Systems. AI Red Teaming may include simulated adversarial attacks, prompt-injection or model-evasion testing, data-poisoning or model-exfiltration scenarios, social or behavioral manipulation of AI models and agents, or other authorized testing techniques performed within agreed scope and parameters.

1.3 “Authorized Reseller” means an authorized reseller of the Services. 

1.4 “Customer” means a legal entity which has a signed agreement or binding purchase order with Mindgard for the provision of Services to that entity.

1.5 “Customer Data” means all data, software, and information provided, uploaded, or made available by Customer or its authorized users to Mindgard in connection with the Services, including data contained within Customer AI Systems or inputs submitted to the Services, but excluding (a) Results, (b) Service Data, and (c) any data or materials generated by Mindgard in the course of operating, maintaining, or improving the Services. 

1.6 “Customer AI Systems” means the Customer’s artificial intelligence and machine learning systems, models, datasets, training and inference environments, and related infrastructure, whether owned, controlled, or operated by or on behalf of Customer (including any third-party platforms, services, or assets used by Customer in connection with such systems) that are within the scope of the Services and for which Customer has lawful authority to permit assessment.

1.7 “Dataset” means any data, dataset, corpus, or other structured or unstructured information used by Customer for training, validating, testing, or operating Models, whether derived from Customer or third-party sources.

1.8 “Documentation” means the documentation for the Services generally made available by Mindgard to assist its customers in their use of the Services. 

1.9 “Enabling Software” means any Software that Customer downloads to Customer systems that facilitates the use of the Services. Enabling Software is not part of the Services and Customer may use Enabling Software only in connection with use of the Services in accordance with any licensing terms specified in this Agreement.

1.10 “Model” means any artificial intelligence or machine learning model, algorithm, or statistical construct used by Customer to perform automated or semi-automated decision-making, prediction, classification, or data processing functions, including associated weights, parameters, and architectures. For purposes of this service, models are focused primarily on Large Language Models and AI agents.

1.11 “Order Form” means the Mindgard Order Form, or any other mutually agreed upon ordering document, including referenced attachments or supplements included with or incorporated into the Order Form.

1.12 “Professional Services” has the meaning assigned to such term in Section 6.

1.13 “Software” means the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services. 

1.14 “Trial Access” means free, trial or evaluation access to the Services.  

1.15 “Results” means the findings, reports, metrics, or other output generated by the Services, including any derived risk scores, model metadata, or remediation recommendations provided to Customer or generated by Customer using the Services.

1.16 “Services” means the hosted Mindgard services, as such services may be modified, enhanced and/or updated from time to time. 

1.17 “Scanning Services” means the automated or semi-automated analysis, testing, or evaluation performed by the Services to identify vulnerabilities, risks, exposures, or compliance issues in AI Assets, including but not limited to data leakage, model tampering, adversarial vulnerability, or configuration risks.

1.18 “Service Data” means data generated by Mindgard in the operation of the Services (such as usage statistics, logs, telemetry, and aggregated or anonymized performance data) that does not identify Customer or its AI Systems and may be used by Mindgard for analytics, benchmarking, and service improvement purposes. Service Data does not include Customer Data or Results.

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‍2. RIGHT OF USE; RESTRICTIONS

2.1 Access to Services. Subject to the terms and conditions of this Agreement, Mindgard hereby grants Customer the non-exclusive, non-transferable right to access and use the Services specified in the Order Form for deployment on Customer AI Systems and solely for Customer’s internal network security purposes. Customer’s access to the Services will expire at the end of the Term, or upon an earlier termination of this Agreement.

2.2 Enabling Software. Subject to the terms and conditions of this Agreement, Mindgard hereby grants Customer the non-exclusive, non-transferable, non-sublicensible license to access and use the Enabling Software solely only to access and use of the Services in accordance with this Agreement. 

2.3 Results. Subject to the terms and conditions of this Agreement, Mindgard hereby grants Customer a non-exclusive, non-transferable license to use the Results intentionally made available to Customer through the Services solely for Customer’s internal network security purposes. The Results are intended for the Customer's internal use only (consistent with the purpose of the Services). Customer may not disclose any Result (or any portion or summary of a Result) to any third party, except (i) with Mindgard's prior written consent, (ii) as required by law, or (iii) as reasonably necessary to implement remediation, provided such third parties are bound by confidentiality obligations consistent with this Agreement.

2.4 Trial Access. If Mindgard has made Trial Access available to Customer, Customer may use such access solely to evaluate purchase of Services from Mindgard. Trial Access is limited to thirty (30) days from the date Customer activates the Trial Access, unless otherwise specified by Mindgard. Notwithstanding any other provision of this Agreement, Trial Access is provided “AS IS”. Mindgard may terminate Customer’s Trial Access at any time for any reason and without liability of any kind.

2.5 Restrictions. Except as expressly permitted in this Agreement, Customer may not, and shall not allow any third party to: (i) resell, distribute, or provide the Services or Software to third parties (including service-bureau use); (ii) circumvent or interfere with security or usage controls; (iii) reverse engineer or attempt to derive source code; (iv) copy, modify, or create any derivative works of the Services or Software, or any part thereof; (v) impose unreasonable load or interfere with operations (vi) use the Services or Software to develop a competing product or service; and (vii) use the Services or Software unlawfully or in breach of this Agreement. Customer remains liable for any act or omission of its users in breach of this Agreement.
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3. CUSTOMER RESPONSIBILITIES

3.1 Customer is solely responsible for (i) backing up and protecting its data and systems and (ii) maintaining the security of its accounts, credentials, and systems, and for all activity under its accounts, whether authorized or not. 
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3.2 Customer represents, warrants, and covenants that it will use the Services and Software only in compliance with Mindgard’s published policies, the Documentation, and all applicable laws and regulations. Customer further represents and warrants that (i) it has obtained and will maintain all necessary rights, permissions, approvals, and consents from any third-party owners, licensors, service providers, or hosting suppliers as required to permit Mindgard’s performance of the Services without infringing or violating any third-party rights; (ii) all Customer Data and other materials provided to Mindgard are lawful, non-infringing, and authorized for the intended use. 

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4. SCANNING AND AI RED TEAMING AUTHORIZATIONS

4.1 Authorization. Customer authorizes Mindgard to perform the Scanning Services and AI Red Teaming Services on the Customer AI Systems as described in the applicable Order Form or agreed rules of engagement. Customer confirms that it has obtained all necessary rights, permissions, and consents to permit such activities and to provide Mindgard with access to the relevant systems and environments.

4.2 Acknowledgment of Risks. Customer acknowledges that the Scanning Services and AI Red Teaming Services may affect the performance, latency, or availability of Customer AI Systems, and accepts these risks. Such effects are anticipated outcomes of the engagement and shall not constitute downtime or a failure of the Services. 

4.3 Limitations. The Scanning Services and AI Red Teaming Services are subject to the limitations, disclaimers, and liability caps set forth in Section 11 (Warranty and Disclaimer) and Section 12 (Limitation of Liability) of this Agreement.


5. SECURITY. Mindgard agrees to implement reasonable security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures. An overview of Mindgard’s security practices and controls is available at https://mindgard.ai/legal/security-overview, which may be updated from time to time to reflect improvements to Mindgard’s security program.


6. PROFESSIONAL SERVICES.  Mindgard and Customer may agree that Mindgard will provide services, other than Support Services, related to the Services, such as training and education, operational and technical recommendations, analysis and general consultation (the “Professional Services”) under an Order Form. Mindgard warrants that its personnel performing the Professional Services shall have the appropriate technical and professional skills to perform the Professional Services in a professional manner, consistent with generally accepted industry standards. 

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7. CONFIDENTIALITY; PROPRIETARY RIGHTS
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7.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Mindgard Proprietary Information includes non-public information regarding features, functionality and performance of the Services, including the Results and any Deliverables. Customer Proprietary Information includes Customer Data. The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information; and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information, except to those of its employees, contractors, consultants, legal representatives and agents (collectively, “Representatives”) who need access for purposes consistent with this Agreement and who are subject to confidentiality obligations with the Receiving Party containing protections no less stringent than those herein. Receiving Party is responsible for its Representatives’ compliance with this Section.

7.2 Confidentiality Exceptions. The Disclosing Party agrees the foregoing shall not apply if the Receiving Party can document the information: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.

7.3 Customer Data and Systems. As between Customer and Mindgard, Customer owns all Customer Data and Customer AI Systems. Customer grants Mindgard, its affiliates, and contractors a worldwide, limited, non-exclusive license and right to access, connect to, host, copy, transmit, display, and process Customer Data and Customer AI Systems as reasonably necessary to provide, maintain, support, and improve the Services. Customer represents and warrants that (a) it has sufficient rights in the Customer Data and Customer AI Systems to grant the foregoing rights; (b) neither the Customer Data, the Customer AI Systems, nor their use will violate or infringe the rights of any third party; and (c) Customer’s use of the Services and all Customer Data and Customer AI Systems is at all times compliant with Customer’s privacy policies and all applicable laws and regulations. Mindgard may use Customer Data on an aggregated and de-identified basis solely for analytics, benchmarking, and improving the Services and shall not use or disclose any Customer Data in a manner that identifies Customer or its users.

7.4 Data Processing Addendum If Mindgard processes any Customer Data comprised of personal data, as defined in the General Data Protection Regulation (Regulation (EU) 2016/679), each party shall adhere to the provisions set out in the Mindgard Data Processing Addendum (the “DPA”), which incorporates the applicable Standard Contractual Clauses (processors) (the “SCCs”), located at https://mindgard.ai/legal/data-protection-addendum and incorporated herein by reference. Execution of the Agreement constitutes execution of the DPA and the SCCs.

7.5 Mindgard Proprietary Rights. Mindgard shall own and retain all right, title and interest in and to: (a) the Services, the Results, the Software and Deliverables, and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with support and Professional Services; and (c) all intellectual property rights related to any of the foregoing. Customer hereby grants Mindgard and its affiliates a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its users relating to the Services.

7.6 Use of Customer Name and Logo. Mindgard may use Customer’s name and logo to identify Customer as a Mindgard customer of the Services, including without limitation on Mindgard’s website. Mindgard agrees that any such use shall be subject to Mindgard complying with any written guidelines that Customer may deliver to Mindgard regarding the use of its name and logo and shall not be deemed Customer’s endorsement of the Services.


8. SUPPORT.
Email and web support is available Monday through Friday during our standard working hours. We will address support requests within one (1) business day. Our support services include reasonable commercial efforts to address any malfunction of the Services which is in our control.


9. FEES
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9.1 Direct Purchase Payment Terms. If Customer purchases Services from Mindgard under an Order Form between Mindgard and Customer, Customer will pay Mindgard the fees set forth in the Order Form for the Services (the “Fees”). Unless otherwise expressly set forth on the Order Form, all Fees will be invoiced in advance on the Effective Date of the Order Form. Unless otherwise expressly set forth on the Order Form, payment of all invoices shall be due within thirty (30) days of the date of invoice. If Customer’s use of the Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement or the Mindgard fair use policy), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. If Customer believes that Mindgard has billed Customer incorrectly, Customer must contact Mindgard no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Mindgard’s customer support department.

9.2 Currency and Taxes. All Fees are payable in US Dollars and exclusive of any applicable taxes. Customer is required to pay and bear any sales, use, value-added, goods and services, withholding, or similar taxes or duties, whether domestic or foreign, related to the transactions under this Agreement, other than taxes based on the income of Mindgard. Customer will pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding. If withholding is required under the laws of any relevant tax jurisdiction, withholding will be applied at the lowest applicable rate including the reduced rate of withholding under any tax treaty. Customer will also provide Mindgard the with a copy of the withholding tax certificate or other applicable documentation as proof of payment.

9.3 Fee Changes. Mindgard reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to Customer (which may be sent by email). Such changes will take effect: (a) for monthly subscriptions, beginning on the first day following such thirty (30) day notice period; and (b) for fixed duration subscriptions, beginning on the next renewal term.

9.4 Professional Services Fees. Mindgard shall provide Professional Services at the pricing set forth in the applicable Order Form. In the event the Order Form does not reference any specific pricing, such Professional Services shall be performed at the standard hourly rates charged by Mindgard for Professional Services. Unless otherwise set forth in the applicable Order Form, Mindgard shall own all intellectual property rights in any deliverables, reports, or materials created or provided in connection with the Professional Services, excluding Customer Data (the “Professional Services Deliverables”. Mindgard grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license to use such Professional Services Deliverables solely for its internal business purposes (consistent with the purpose of the Services).

9.5 Late Payments. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Services.

9.6 Authorized Reseller Payment Terms. If Customer purchases Services from and Authorized Reseller under an Order Form between Customer and the Authorized Reseller, Customer is responsible for payment of all Fees due to the Authorized Reseller. Customer’s access to the Services may require Customer’s agreement to additional terms and conditions that the applicable Authorized Reseller may make available at the time of purchase (“Additional Reseller Terms”). Such Additional Reseller Terms are exclusively between Customer and the Reseller. Mindgard assumes no liability or responsibility arising from or related to Additional Reseller Terms.

9.7 Suspension for Non-Payment. If Customer does not pay any Fees due to Mindgard or an Authorized Reseller, as applicable, Mindgard may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. Mindgard will give Customer at least ten (10) business days’ prior written notice that Customer’s account is overdue before suspending the Services.


10. TERM AND TERMINATION; SUSPENSION.

10.1 Term. Subject to earlier termination as provided below, this Agreement commences on the Effective Date of the first Order Form and continues until otherwise terminated, by written agreement of the parties, in accordance with Section 10.3 or 10.4 hereof, or upon the expiration of the last subscription term or renewal thereof of all Order Forms (the “Term”).

10.2 Renewals. For monthly subscriptions, unless otherwise expressly set forth in the Order Form, the Term shall automatically renew on a monthly basis until either party terminates with at least thirty (30) days’ written notice prior to the end of the month in which such termination is to be effective. For fixed duration subscriptions, unless otherwise expressly set forth in the Order Form, the Term shall automatically renew for additional one-year periods unless either party terminates the Agreement with written notice at least thirty (30) days’ prior to the end of the then-current Initial Service Term or renewal term.

10.3 Termination for Cause. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided, and if Customer terminates this Agreement pursuant to this Section 4.3, then Mindgard will refund Customer any prepaid Fees applicable to periods following the termination date. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

10.4 Suspension. Mindgard may suspend the Services, in whole or in part, immediately upon notice if Mindgard reasonably determines that continued operation poses a risk to the security, integrity, or availability of the Services, Customer AI Systems, or any third party, or may result in harm, misuse, or legal liability. Mindgard will use commercially reasonable efforts to limit the scope and duration of any suspension and to restore the affected Services promptly once the underlying risk or issue is resolved.

10.5 Data Destruction and Transition Assistance. Upon customer request, at any termination, all Customer Data will be made available, in a standard format, for electronic retrieval for a period of thirty (30) days. If requested in writing prior to the end of the Term, Customer may receive Mindgard’s assistance exporting Customer Data in alternative formats. Customer agrees to reimburse Mindgard for any non-trivial engineering services at commercially reasonable hourly rates.


11. WARRANTY AND DISCLAIMERS

11.1 Mindgard Warranty. Mindgard shall perform the Services on a reasonable commercial efforts basis, using industry-standard practices to minimize errors and interruptions. This warranty represents Mindgard’s sole performance warranty, and Customer’s exclusive remedy for breach of this warranty shall be limited to re-performance of the affected Services. Services may be temporarily unavailable for maintenance or causes beyond Mindgard’s reasonable control, with advance notice for scheduled maintenance. 

11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, MINDGARD AND ITS SUPPLIERS, OFFICERS, AFFILIATES,REPRESENTATIVES, CONTRACTORS, LICENSORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, LOSS OR DAMAGE TO CUSTOMER AI SYSTEMS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; OR (B)  FOR ANY MATTER BEYOND MINDGARD’S REASONABLE CONTROL. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT MINDGARD’S ACCESS TO AND INTERACTION WITH CUSTOMER AI SYSTEMS MAY INVOLVE TESTING, INTEGRATION, OR DATA EXCHANGE THAT COULD AFFECT SYSTEM FUNCTIONALITY OR PERFORMANCE, AND WAIVES ANY CLAIMS OR DAMAGES ARISING THEREFROM, EXCEPT TO THE EXTENT CAUSED BY MINDGARD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND MINDGARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OPERATION, OR ERROR-FREE PERFORMANCE. MINDGARD DOES NOT GUARANTEE THAT ALL VULNERABILITIES WILL BE IDENTIFIED OR THAT SECURITY INCIDENTS WILL BE PREVENTED.

11.3 THE RESULTS AND OUTCOME OF THE SERVICES DO NOT CONSTITUTE LEGAL OR OTHER ADVICE, AND CUSTOMER UNDERSTAND THAT CUSTOMER MUST DETERMINE FOR CUSTOMER'S SELF THE NEED TO OBTAIN CUSTOMER’S OWN INDEPENDENT LEGAL OR OTHER ADVICE REGARDING THE SUBJECT MATTER OF ANY RESULT. CUSTOMER’S USE OF AND RELIANCE UPON THE SERVICES AND/OR THE SERVICES RESULTS IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND MINDGARD AND ANYONE ON ITS BEHALF SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING.

11.4 APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY.


12. WAIVERS AND LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR MINDGARD’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13 HEREOF, MINDGARD AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS AND EMPLOYEES (COLLECTIVELY THE “MINDGARD PARTIES”) SHALL NOT BE LIABLE UNDER THIS AGREEMENT, INCLUDING ANY ADDENDUMS OR DOCUMENTS INCORPORATED BY REFERENCE HERETO: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR PUNITIVE DAMAGES; OR (B) FOR AN AGGREGATE AMOUNT EXCEEDING THE FEES PAID OR PAYABLE BY CUSTOMER TO MINDGARD FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE MONTH IN WHICH THE CLAIM OCCURRED. NOTWITHSTANDING THE FOREGOING, THE ENTIRE LIABILITY OF THE MINDGARD PARTIES UNDER THIS AGREEMENT RELATED TO TRIAL ACCESS OR TO ANY PRODUCTS OR SERVICES IN BETA SHALL BE $500. MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITATIONS. THE LIMITATIONS SET FORTH ABOVE SHALL NOT APPLY TO LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. 
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For the avoidance of doubt, the waiver of claims or damages to Customer AI Systems in Section 11 shall apply notwithstanding the monetary limitations set forth in this Section 12.
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13. INDEMNIFICATION

13.1 Mindgard Indemnification Obligations. Mindgard shall defend Customer against any claim, demand, suit, or proceeding (a “Claim”) made or brought against Customer by an unaffiliated third party alleging that the Services or Software, or use of the Services or Software as permitted hereunder  infringe any United States patent or any copyright or misappropriate any trade secret, and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court approved settlement of, a Claim. The foregoing obligations do not apply with respect to portions or components of the Services: (a) not supplied by Mindgard; (b) combined with other products, processes or materials where the alleged infringement relates to such combination; (c) where Customer continues allegedly infringing activity after being notified thereof; or (d) where Customer’s use of the Services or Software is not strictly in accordance with this Agreement. If the Services or Software are or are likely to become subject to a claim of infringement or misappropriation, then, Mindgard may, at its sole option and expense: (x) replace or modify the Services or Software to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality; (y) obtain for Customer a license to continue using the Services or Software; or (z) terminate this Agreement.

13.2 Customer Indemnification Obligations.  Customer shall defend Mindgard against any Claim made or brought against Mindgard by an unaffiliated third party that arises from a violation or alleged violation of its representations, warranties or obligations under this Agreement (including without limitation any unauthorized testing, access, or interaction with systems not lawfully owned or controlled by Customer) or otherwise from Customer’s use of Services or in connection with any distribution, publication, exportation, disclosure, misuse or misconduct by Customer, or fraudulent behavior by Customer, with respect to Results or Deliverables and shall indemnify Mindgard for any damages, attorney fees and costs finally awarded against Mindgard as a result of, and for amounts paid by Mindgard under a court approved settlement of, a Claim. 

13.3 Indemnification Process. Each party’s indemnification obligations in this Section are subject to:  (i) prompt notification in writing of any Claim (provided that the indemnified party’s failure to provide  reasonable written notice shall only relieve the indemnifying party of its indemnification obligations hereunder to the extent such failure materially limits or prejudices the indemnifying party’s ability to defend or settle such claim); (ii) the transfer of sole control of the defense and any related settlement negotiations to the indemnifying party (provided that indemnifying party shall not settle a Claim without the consent of the indemnified party unless indemnified party is unconditionally released of all liability); and (iii) the indemnified party’s cooperation in the defense of such claim.  Notwithstanding the foregoing, if the indemnifying party fails to respond in writing within ten (10) days after receiving notice of a Claim from the indemnified party, stating that the indemnifying will fulfill its obligations pursuant to this Section, then the indemnified party shall have the right to assume the exclusive defense of the Claim (including, without limitation, the investigation, trial, settlement, appeal, and payment of any losses) solely at indemnifying party’s expense. Customer will fully cooperate in the defense of any Claim. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR CLAIMS FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT.


14 EXPORT COMPLIANCE. Customer agrees to comply with U.S., foreign, and international laws and regulations, including without limitation the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, other anti-corruption laws, U.S. Export Administration and Treasury Department’s Office of Foreign Assets Control regulations, and other anti-boycott and import regulations. Customer represents and warrants that it is neither a Prohibited Person nor owned or controlled by a Prohibited Person. “Prohibited Persons” shall mean a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring ownership or control of items under this Agreement, or with which Mindgard is prohibited from doing business.

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15. FORCE MAJEURE

15.1 Mindgard shall not be liable for any unavailability of the Services caused by a Force Majeure. "Force Majeure Event" means circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, natural disaster, civil unrest, pandemic, acts of terror, acts of war, riots, military or national emergencies, government restrictions, strikes or other labor problems, electrical disturbances, lack of power supplies, failures of third-party hosting providers, ISPs, or telecommunications carriers beyond the party’s reasonable control. and internet Services provider failure or delay.


16. GENERAL

16.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Mindgard’s prior written consent. Mindgard may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Mindgard in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. No provisions of Customer’s pre-printed purchase orders, acknowledgements, or click-through terms may modify this Agreement, and such other or additional terms or conditions are void and of no effect. If the Customer is contracting with Mindgard, Inc., this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding its conflict of laws rules. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, to resolve any dispute or claim arising out of or in connection with this Agreement. If the Customer is contracting with Mindgard Limited, this Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, excluding its conflict of laws rules. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of an applicable Order Form, the terms of this Agreement shall control, unless the Order Form expressly and specifically states that it overrides a particular provision of this Agreement. For clarity, no preprinted or conflicting terms on any purchase order or similar document shall have any effect unless expressly agreed in writing by Mindgard.
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