By accessing or using Mentorica.AI ("Provider") platform, you ("Client") agree to be bound by these Terms and Conditions ("Terms"). Please read them carefully.
For the purposes of these Terms and Conditions, the following definitions apply:
Platform means Provider's proprietary, cloud-hosted software-as-a-service environment that enables delivery, management, and monitoring of AI-powered educational products.
AI Product(s) means the chat-based teaching cases, agents, or other interactive learning modules that enable students to interact with an AI model through the Platform.
Student Portal means the portion of the Platform through which authorized students interact with AI Products in a chat-based environment.
Instructor Portal means the portion of the Platform through which authorized instructors enroll students, deploy AI Products, and monitor student interactions.
Public AI Product means any AI Product listed in Provider's publicly available catalog.
Custom AI Product means any AI Product created by Provider at Client's request using Client-supplied or instructor-supplied materials and intended solely for use in Client's classes and not made available to any other customer or to the general public.
Provider develops and deploys artificial-intelligence-based educational products and related services. Client agrees to use the service for lawful educational purposes only. Any misuse or abuse of the service may result in suspension or termination of your access.
Subject to the terms of this Agreement, Provider shall:
provide Client with access to the Platform, including the Student Portal and Instructor Portal;
provide Client's instructors with access to Provider's library of Public AI Products and the ability to deploy such Public AI Products in their courses;
provide Client's instructors with the ability to enroll students into the Platform and to monitor the students' interactions with the AI Products;
provide Client's enrolled students with the ability to interact with the AI Products through the Student Portal for the duration of the course, subject to this Agreement; and
provide reasonable remote technical support for the foregoing (collectively, the "Basic Services").
At Client's request, Provider may furnish the following additional services ("Custom Services"):
design and development of Custom AI Products in cooperation with Client, incorporating Client-supplied or instructor-supplied materials;
pre-deployment evaluation of whether a proposed Custom AI Product would exceed the resource parameters or constraints;
deployment of each Custom AI Product exclusively to Client's students via the Platform; and
technical support and content updates for each Custom AI Product, as the Parties may mutually agree in writing.
For both Public AI Products and Custom AI Products, Client remains solely responsible for verifying that AI-generated outputs (including but not limited to AI recommendations, solutions, computer code, answers, plots, or reports) align with the pedagogical objectives of a course prior to deploying any AI Product in that course.
The Services are intended for normal classroom and educational use. If Client's student or instructor activity risks or degrades the Platform, appears abusive or extends beyond fair use of the Platform (including but not limited to automated querying, credential sharing, jailbreaking an AI model, using an AI Product for purposes outside of the intended purpose of the AI Product, or general resource use far above expected for typical coursework on a typical AI Product), Provider may throttle, limit, or suspend the affected accounts or AI Product to protect service. In cases of egregious or unlawful misuse, or repeated abuse after notice, Provider may disable or terminate access for the affected account(s). Where practical, Provider will notify Client promptly after and work with Client to resolve. Any measures shall be narrow and no broader than reasonably necessary. Fees do not change unless both Parties agree in writing.
Public AI Products: Client shall pay Provider on a per student, per deployed Public AI Product basis, invoiced at the conclusion of each course and payable within thirty (30) days of the invoice date.
Custom AI Products Not Exceeding Resource Parameters: The Parties shall work together during Custom AI Product development so each Custom AI Product remains within resource parameters comparable to those of Public AI Products. Where this is achieved, the fee shall be the same as that of the Public AI Product, invoiced at the conclusion of each course and payable within thirty (30) days of the invoice date.
Custom AI Products Exceeding Resource Parameters: If Provider's evaluation shows that a proposed Custom AI Product would exceed the expected resource parameters and/or other material costs, Provider shall notify Client in writing before any deployment of the proposed Custom AI Product. If Client elects to proceed, the Parties shall, prior to deployment, agree in writing on an increased per-student fee reflecting the additional resource and material requirements of that Custom AI Product, invoiced at the conclusion of each course and payable within thirty (30) days of the invoice date.
By providing payment information, Client authorize Provider to charge the associated payment method for all agreed fees and charges.
Refunds, if applicable, will be processed according to Provider's separate Refund Policy.
Any undisputed amount not paid when due shall accrue interest at one-and-one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower.
Except for the limited license expressly granted herein, Provider retains all right, title, and interest in and to the Platform, AI Products, underlying models, and associated content. By agreeing to these Terms and Conditions, Client receives a non-exclusive, non-transferable, revocable license during the Term to access and use the AI Products solely for Client's internal educational purposes.
Each Party shall keep confidential any proprietary or non-public information disclosed by the other Party ("Confidential Information") and shall use such Confidential Information only for purposes of performing this Agreement. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was in the receiving Party's possession without restriction before receipt, (c) is independently developed without use of the disclosing Party's Confidential Information, or (d) is required to be disclosed by law or court order, provided the receiving Party gives prompt notice (to the extent legally permitted) and reasonably cooperates to seek protective treatment.
The Services and AI Products are provided "as is" and "as available." Provider disclaims all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.
In no event shall Provider be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to this Agreement, even if advised of the possibility of such damages.
Provider's aggregate liability under this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement during the six (6) calendar months immediately preceding the event giving rise to the claim.
Each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party, its affiliates, officers, directors, and employees ("Indemnified Parties") from and against any third-party claim arising out of the Indemnifying Party's gross negligence or willful misconduct in connection with this Agreement, including reasonable attorneys' fees and costs.
Provider is committed to protecting Client's privacy and handling Client's data responsibly. By using Provider's service, Client consents to the collection, processing, and storage of Client's data as outlined in Provider's Privacy Policy.
Data Collection: Provider collects user interactions, input prompts, learning activity data, and metadata to improve service performance and user experience.
Data Usage: Client's data is used to personalize Client's usage experience, monitor service quality, and conduct research. Provider does not sell Client's data to third parties.
Third-Party Services: Provider may share anonymized or aggregated data with trusted third-party processors under strict confidentiality agreements.
Security: Provider uses industry-standard encryption and access controls to safeguard Client's personal information and stored data.
Your Rights: Client may request access, correction, or deletion of Client's data in accordance with applicable laws and Provider's Privacy Policy.
Provider reserves the right to update or modify these Terms and Conditions at any time. Any changes will be effective upon posting to our website (or other notification method we may use). Client's continued use of the Services after such changes are posted constitutes Client's acceptance of the revised Terms.
Either Party may terminate these Terms for any reason by providing thirty (30) days' prior written notice to the other Party.
Upon termination of these Terms for any reason: (a) Client shall pay Provider for all Services delivered or work performed up to the effective date of termination; and (b) all licenses, rights, and access granted to Client under this Agreement shall immediately cease.
These Terms constitute the entire agreement between Client and Provider with respect to Client's use of the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic).
Client may not assign or transfer these Terms, by operation of law or otherwise, without Provider's prior written consent. Provider may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
These Terms and any dispute arising out of or relating to them will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. The state and federal courts located in the State of Delaware shall have exclusive jurisdiction and venue. Each Party irrevocably submits to such courts and waives any objection based on forum non conveniens. To the maximum extent permitted by law, each Party waives any right to a jury trial in any action arising out of or relating to these Terms.
If you have any questions about these Terms and Conditions, please contact us.