Terms of Use

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GENERAL TERMS AND CONDITIONS FOR MCP MANAGER BY USERCENTRICS

1. Scope and Subject Matter of the Contract

1.1.

These terms and conditions apply to MCP Manager by Usercentrics (“MCP Manager”) and the contracting party. The applicable MCP Manager entity can be found below. The below entities together and separately are further referred to as MCP Manager.

1.1.1.

The MCP Manager services are provided by, and you are contracting with, unless 1.1.2 or 1.1.3 applies:
Usercentrics GmbH
Sendlinger Str. 7,
80331 Munich
Germany

1.1.2.

If the Customer is based in the Nordic countries (Denmark, Norway, Sweden, Finland, Icelandic, Greenlandic, Sami, Faroese) or Poland, the Usercentrics services are provided by, and you are contracting with:
Usercentrics A/S
Havnegade 39
1058 Copenhagen
Denmark

1.1.3.

If the Customer is based in the United States of America (USA) or Canada, the MCP Manager services are provided by:
Usercentrics Inc.
251 Little Falls Drive,
Wilmington, Delaware 19808
USA

1.2.

MCP Manager provides all services to its customers on the basis of these general terms and conditions (hereinafter referred to as “GTC”), unless otherwise agreed in the respective contract. “Customer” within the meaning of these General Terms and Conditions are companies, legal entities under public law and special funds under public law expressly identified as “Customer” on any Order Form, online registration, or similar agreement, as well as any individuals or entities that access, purchase, or otherwise use the MCP Manager Services.

1.3.

These GTC apply to the MCP Manager Services. MCP Manager Services include the provided software-as-a-service platform, interfaces, developer tools, and any infrastructure or functionality provided by Usercentrics, designed to facilitate connections between AI models, MCP servers, and data sources.

1.4.

These GTC apply exclusively; conflicting or differing general terms and conditions of the Customer do not apply, unless MCP Manager has expressly agreed to their application in writing. Differing general terms and conditions of the Customer shall not become part of the contract. If, in addition to the actual conclusion of the contract, the Customer requires to issue a separate order for its internal processing, any of the Customer’s General Terms and Conditions listed therein shall not apply.

1.5.

Our services are directed exclusively at Business to Business customers.

2. Conclusion, Duration and Termination of Contract

2.1.

The contract is concluded upon signature by both parties or online registration.

2.2.

The term of the contract and, accordingly, the billing shall begin upon the date defined in the contract offer or on the date of the online registration.

2.3.

This Agreement shall commence on the Effective Date and shall remain in effect for an initial period of twelve (12) months, unless a longer term has been contractually agreed on (“Regular Contract Term”); thereafter, this Agreement shall be extended for one or more additional periods of 12 months each (a “Renewal Term”), unless either party notifies the other party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew this Agreement. The termination does not require any justification and must be declared in writing (by email) to the other party. (Each Regular Contract Term and Renewal Term is referred to herein as a “Term”).

2.4.

Either party may terminate this Agreement at any time by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

2.5.

MCP Manager is entitled to irrevocably delete all data stored during the term of the contract after termination of the contract. At the request of the Customer, a data export can be made according to the specifications of MCP Manager. In this case, the Customer is responsible for storing their data on their local system in good time. In so far, as this concerns personal data, the provisions of the Data Processing Agreement (DPA) take precedence.

2.6.

In case MCP Manager at its discretion offers a free trial, the Customer can use it in full scope and free of charge during the free trial period. In case a free trial is offered, it is granted only once per Customer. In case the Customer converts to a fully paid plan, the provisions set out above apply.

2.7.

In the event of a free trial, the customer will have the option to buy a full version of the service during this time. After the end of the trial, the access to the functions of the MCP Manager Systems are blocked. The user has the option, within another 30 days or such number of days agreed with Usercentrics, to buy a full version of the service to the currently applicable conditions. Otherwise the access and configurations may be deleted.

2.8.

If during a free trial period, the Customer decides against the further use of the services provided by MCP Manager, the Customer has the right to cancel the free-trial by contacting support@usercentrics.com.

2.9.

Any payment made in advance will not be refunded if the Agreement is terminated by one of the contracting parties.

3. Prices and Term of Payment

3.1.

The prices for the services used by the Customer are determined by the signed contract offer or completed online registration. The Customer may elect to pay the annual contract fee via one of two methods: (a) billed annually in advance, which shall include a pre-payment discount, or (b) billed in twelve (12) equal monthly installments. Unless otherwise stated, all prices are net prices and are additional to any applicable statutory sales tax.

3.2.

The calculation of the base fee to be paid by the Customer results from the contract offer (“Order Form”) or completed online registration.

3.2.1.

Payment timelines and required methods are determined by the monthly value of the applicable base fee:

a.

For amounts under $1,000 per month (or the annual equivalent): Payment is due immediately upon receipt of the invoice. The Customer must provide a valid credit card, direct ACH, or other supported payment processor account. By providing such payment information, the Customer authorizes Usercentrics to immediately charge the designated payment method for all fees due. No extended payment timelines or accounts receivable terms are provided for these amounts.

b.

For amounts of $1,000 per month and higher (or the annual equivalent): Invoices shall be issued thirty (30) days prior to the commencement of the applicable contract term or billing cycle. Payment is due net thirty (30) days from the invoice date.

3.3.

The fee for each Renewal Term may increase by an amount to be determined by Usercentrics, which shall be communicated to the Customer at least thirty (30) days before the Renewal Term. If MCP Manager does not exercise this right before a new Renewal Term, it shall maintain the right to increase the price in following subsequent Renewal Terms.

3.4.

If the Customer’s account remains unpaid for one (1) month (30 days) or more from the invoice due date, Usercentrics will automatically downgrade the Customer’s account to a free tier subscription. In the event of such extended nonpayment, a late fee equal to ten percent (10%) of the total amount owed, or the maximum amount permitted by law, whichever is less, shall be applied to the Customer’s outstanding balance and shall be due and payable immediately.

3.5.

For the avoidance of doubt, an automatic downgrade of a Customer’s account to a free tier subscription shall not entitle the Customer to any refund or reduction of fees, nor shall it relieve the Customer of its obligation to pay any outstanding amounts for the subscription term in which the suspension occurs.

3.6.

Customers may only offset with counterclaims that have not been contradicted or that have been recognized by a court.

3.7.

A change within the packages offered by Usercentrics with a higher monthly/annual fee is possible at any time. The desired change must be indicated informally and requires confirmation by MCP Manager in order to be effective. The change of the package is binding. Usercentrics may determine, at its discretion and in agreement with the Customer, whether the package change takes effect mid-term or initiates a new Regular Contract Term.

3.7.1.

Mid-Term Upgrade: If the change takes effect mid-term, a new Regular Contract Term does not begin with the change of the package, and the price difference resulting in comparison to the original package may be invoiced by Usercentrics for the remaining contract term.

3.7.2.

New Contract Term: If the parties agree to initiate a new Regular Contract Term, the new term shall commence on the date the package change takes effect.

3.8.

The Customer accepts, until January 2027, to receive invoices in a traditional format, i.e. PDF format. The Customer has the right to deny the receipt of invoices in such format at any time, latest until 31 December 2026.

3.9.

The Customer’s access to the Services may be subject to usage limits, including but not limited to the number of MCP connections, context requests, or API transactions, as specified in the applicable Order Form or online subscription. MCP Manager reserves the right to conduct usage analysis at any time. Each net new use beyond the scope of the initial subscription will incur an additional charge.

3.10.

The Customer is solely responsible for all fees or expenses related to accessing or using the Services that are extrinsic to the Services themselves. This includes, without limitation, the Customer’s own internet service provider fees, third-party API costs, and any payment-related fees such as wire transfer or credit card processing fees.

4. Warranty

4.1.

Limited Warranty. MCP Manager warrants that it will provide the MCP Manager Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form or online registration. MCP Manager’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in MCP Manager’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if MCP Manager determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy and MCP Manager’s entire liability, a refund of any fees Customer has pre-paid for use of MCP Manager Services or related services it has not received as of the date of the warranty claim.

4.2.

The limited warranty set forth in this Section 4.1 shall not apply: (a) unless Customer makes a claim within one (1) year from the date on which the condition giving rise to the claim first appeared, (b) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (c) to Company Products provided on a no-charge or evaluation basis.

4.3.

Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, MCP MANAGER’S SERVICES AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. MCP MANAGER DOES NOT REPRESENT OR WARRANT THAT THE USE OF MCP MANAGER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, ACCURATE OR RELIABLE, NOR THAT ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY MCP MANAGER SERVICES PROVIDED WILL BE REPAIRED OR CORRECTED.

4.4.

The nature of the MCP Manager services is conclusively regulated in the contract and the documentation of the MCP Manager services. A material defect shall only be given if a deviation from the documentation of the MCP Manager Services or contractually agreed quality differs significantly. A further quality agreement requires explicit written confirmation. A particular quality cannot be derived from advertising materials or public statements if the specific content has not been expressly confirmed in writing by MCP Manager. The assumption of a guarantee is only valid if MCP Manager explicitly confirms it in writing.

4.5.

Insofar as the Customer can assert claims for material defects against MCP Manager, regarding MCP Manager’s services, through the course of providing a paid service, the defects shall be eliminated by MCP Manager, at MCP Manager’s option. This shall be undertaken either by providing a modified version of the software or the applicable configurations (e.g. an update) or by providing the Customer with reasonable instructions for a workaround, provided that this does not unreasonably impair the usability of the Services. If MCP Manager cannot substantially correct the material non-conformance in a commercially reasonable manner within thirty (30) days from receiving written notice, the Customer may terminate the applicable order. For clarity, defects within the meaning of this Agreement do not include failures resulting from: (a) changes to the MCP specification or the broader AI/MCP ecosystem that causes a feature to lose functionality, or (b) third-party client/server compatibility issues outside of MCP Manager’s control (e.g., a customer-side MCP integration that is not spec-compliant).

4.6.

In the case of a free service provision (Free Trial) MCP Manager is not obliged to rectify defects.

4.7.

From time to time, MCP Manager may offer new “beta,” “alpha,” or experimental features, tools, or services. Such features are provided solely for experimental purposes and are provided “AS-IS” without any warranty or indemnification of any kind. MCP Manager may modify, terminate, or discontinue these features at its sole discretion at any time. Certain product features may rely on artificial intelligence or open-source technologies, whether supplied by MCP Manager or configured by Customer through a third-party service, and MCP Manager cannot be held responsible for the accuracy of the underlying detection, classification or scoring output produced by such engines — such capabilities are provided “as is.” This includes, but is not limited to, the underlying models or engines used by AI-powered classifiers, decision engines, risk-scoring features, and any functionality using open-source scanning or analysis tools. For the avoidance of doubt, this disclaimer applies to the accuracy of detection, classification, or scoring output and does not limit MCP Manager’s obligations with respect to the Guardrails enforcement mechanism described below.

4.8.

To the maximum extent permitted by law, the Company is not responsible for any issues related to the performance, operation, or security of the Services to the extent arising from the Customer’s actions, the Customer’s AI agents, Customer Data, Third-Party Applications, or other services/APIs provided by third parties.

4.9.

The Services may include optional security “Guardrails” and automated Personally Identifiable Information (PII) classifiers. These features rely on an underlying detection engine, whether supplied by MCP Manager or configured by Customer through a third-party service. The accuracy, completeness, and output of any such detection engine is provided “AS-IS,” and MCP Manager does not warrant that the PII Classifier will detect, redact, or block all sensitive data or PII.

4.10.

Notwithstanding the foregoing paragraph, MCP Manager warrants that the Guardrails enforcement mechanism (the component of the Services that invokes the configured detection engine, receives its output, and takes the configured action (e.g., allow, block, or redact) with respect to the applicable request) will operate in substantial conformity with the applicable Documentation, subject to the remedies, exclusions, and limitations set forth in Section 4.1 (Limited Warranty) and Section 9 (Liability), and MCP Manager will use commercially reasonable efforts to maintain the availability of the gateway through which such enforcement operates.

4.11.

The Customer remains solely responsible for the content, legality, and compliance of all Customer Data routed through the Services, for configuring features and selecting the detection engine and enforcement actions appropriate to the Customer’s use case, and for ensuring that no sensitive data is processed in violation of applicable laws, regardless of whether the Guardrails or PII Classifier features are activated.

5. Customer’s Obligations to Cooperate

5.1.

The Customer might receive authentication tokens or access credentials that identify and authorize them to access the APIs and other relevant components of the MCP Manager services. It is the Customer’s responsibility to ensure the secure retention of such authentication information and to prevent access of unauthorized third parties. The Customer will be strictly responsible for all activities and API requests that occur using the Customer’s authentication tokens or access credentials. MCP Manager might request a list of IP addresses authorized to access the APIs from the customer and the customer keeps MCP Manager informed of any changes relevant to the authorized IP addresses. MCP Manager has the right to block certain IP-addresses of clients in case of misuse. The Customer will have access to the latest documentation for the API endpoints that are made available to the Customer for interaction with the service. The documentation may be provided in various formats, in particular via an online website with authentication mechanisms of MCP Manager and/or third parties.

5.2.

The Customer must inform themselves about the essential functional features of the MCP Manager services and their technical requirements (e.g. with regard to hardware requirements, the operating system, databases, interfaces). It is the Customer’s responsibility to seek advice in case of doubts from MCP Manager or expert third parties before the conclusion of the contract. The Customer must ensure the technical requirements necessary for the error-free integration of the MCP Manager services in their infrastructure, applications, or AI agents.

5.3.

The Customer is solely responsible for checking whether the contractually agreed MCP Manager services meet their requirements. In particular, it is solely the Customer’s responsibility to configure the MCP Manager Services to ensure they fulfill any potential legal, contractual, or regulatory requirements, or requirements of any third-party framework or integration. MCP Manager does not provide legal advice.

5.4.

The Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer Data means information, data, and other content, in any form or medium, that is downloaded, or otherwise received, directly or indirectly (including via a third-party provider), from Customer (including from a Permitted User on Customer’s behalf) by or through MCP Manager products and/or services, or provided by Customer to MCP Manager to input into the MCP Manager products and/or services. The Customer represents and warrants to MCP Manager that the Customer has sufficient rights in the Customer Data to grant the rights granted to Company in Section 5.6 below and that the Customer Data does not infringe or otherwise violate the rights of any third party. Furthermore the Customer is solely responsible for the adherence to any potential applicable laws, regulations and policies of partner services and integrations in connection to MCP Manager products and/or services. MCP Manager shall not be liable for the failure of the Customer to adhere to applicable laws and regulations as well as any policies of services and integrations.

5.5. ePHI and HIPAA

5.5.1.

Customer represents and warrants that it has accurately and completely disclosed to MCP Manager, in writing or through an online registration, whether any Customer Data constitutes or includes Electronic Protected Health Information (“ePHI”) as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), and whether Customer is a “Covered Entity” or “Business Associate” as defined under HIPAA. This representation is made continuously throughout the Term and is deemed repeated at each instance Customer or a Permitted User submits Customer Data to the Services. Absent an affirmative written disclosure to the contrary, Customer is deemed to represent and warrant that no Customer Data submitted to the Services constitutes or includes ePHI. Customer further represents that it will notify MCP Manager promptly in writing if its HIPAA status, or the nature of the Customer Data, changes during the Term such that any such representation is no longer accurate. Where Customer has disclosed that ePHI will be submitted to the Services, the parties shall execute a Business Associate Agreement. Customer shall not submit, and shall not permit any Permitted User to submit, ePHI to the Services unless and until a Business Associate Agreement between the parties is then in effect. MCP Manager may rely on Customer’s representations under this Section 5.5 and shall have no obligation to independently investigate, verify, or monitor whether Customer Data constitutes or includes ePHI, or whether Customer is a Covered Entity or Business Associate.

5.5.2.

Customer shall indemnify, defend, and hold harmless Company from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any breach of this Section 5.5. This indemnification obligation extends to all costs and expenses reasonably incurred by Company in investigating, mitigating, and complying with applicable breach notification, regulatory response, or remediation obligations arising from such breach, regardless of whether a third party has asserted a claim against Company. This indemnification obligation is subject to the notice, defense-control, and cooperation procedures set forth in Section 9 (Indemnification by Customer), which shall apply to this indemnification obligation as though fully set forth herein.

5.6.

As between the parties, the Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. The Customer hereby grants to MCP Manager, during the term of this Agreement, a limited non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display the Customer Data solely in order to: (a) provide the Company Products to Customer; and (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice).

5.7.

The Customer grants MCP Manager the right, which may be revoked at any time, to use the Customer’s name, logo and marks to identify Customer as a MCP Manager customer on its website and in its marketing materials.

5.8.

The Customer shall not, and shall not permit any third party to, make any automated use of the Services that imposes an unreasonable or disproportionately large load on the infrastructure. Furthermore, the Customer shall not systematically retrieve data or use unauthorized software to intercept, “mine,” or collect data, nor use, facilitate, create, or maintain any unauthorized connections to the Services, including connections using programs or tools not expressly approved by MCP Manager.

5.9.

MCP Manager retains the right to create and enforce reasonable limits on the Customer’s use of the Services, including but not limited to limits on file size, storage space, processing capacity, and API request volume.

5.10.

The Services operate by connecting to APIs and services operated by third parties (e.g., third-party MCP servers). The Customer is solely responsible for acquiring the rights to use such “Third-Party Applications” and for complying with their respective terms and privacy policies. MCP Manager does not warrant or support any Third-Party Applications, nor does it control their privacy practices, and shall have no liability for any data loss, service interruptions, or damages arising out of the Customer’s use of any Third-Party Applications.

5.11.

The Services may permit connections to (a) our managed hosted MCP servers, (b) remote MCP servers operated or configured by the customer, and (c) MCP servers running on customer devices or private cloud infrastructure. Where the Customer connects the Services via Remote servers, local environments, or private network links, the Customer is solely responsible for the maintenance, security, uptime, and network routing of such infrastructure. MCP Manager shall bear no liability for any service interruptions, data loss, or connectivity failures caused by misconfigurations, firewall blocks, or network issues arising from the Customer’s third-party cloud providers, remote, or workstation servers.

5.12.

Some subscriptions may include access to a non-production sandbox workspace (a “Sandbox Workspace”). If Customer’s Order Form or subscription plan does not include a Sandbox Workspace, this paragraph does not apply. Where a Sandbox Workspace is included, this is provided solely for Customer’s internal training, testing, development, demonstration, and evaluation purposes. Customer shall not submit, process, or store production Customer Data in the Sandbox Workspace, including any ePHI. The Sandbox Workspace may not be used to provide services to any third party, to deliver any paid service or engagement, or to avoid the need for a paid production subscription. The Sandbox Workspace remains available only while the plan or subscription entitling Customer to it remains in effect. MCP Manager may suspend or terminate access to the Sandbox Workspace immediately upon any actual or suspected misuse, or upon expiration, downgrade, or termination of the applicable plan. The Sandbox Workspace, and any alpha, beta, preview, or other pre-release features made available within it, are provided as-is without warranty of any kind, are excluded from the Limited Warranty set forth in Section 4.1, and are excluded from any service-level or uptime commitment otherwise applicable to the Services. Where provided, access to the Sandbox Workspace is provided as a feature of the applicable plan at no additional charge, and does not reduce, offset, or entitle Customer to any credit against fees otherwise payable for production use of the Services.

6. Grant of Rights

6.1.

The Customer may only use the MCP Manager services if this is necessary for the contractual use. MCP Manager grants the Customer a simple, non-transferable right to use the MCP Manager Services, limited in time to the duration of the contract. All copyrights and other intellectual or industrial property and exclusive rights to services developed or made available in accordance with the contract, in particular software, databases or know-how, shall remain with MCP Manager or their Licensors.

6.2.

The Customer is not permitted to modify, reverse engineer, decompile, disassemble, or otherwise manipulate any software, APIs, SDKs, or configurations provided by MCP Manager. Furthermore, the Customer is not permitted to change or remove any marks, copyright notices and confidentiality notices in any software or other materials provided or made available by MCP Manager. Additionally, the Customer shall not use the Services to build any products or services that are competitive to the Services, nor bypass any measures to prevent or restrict access to the Services (or other accounts, computer systems, or networks connected to the Services). Mandatory legal rights of the Customer shall remain unaffected.

6.3.

MCP Manager may assume that the Customer has all necessary rights of use to all software installed or operated by the Customer interacting with the MCP Manager services.

6.4.

MCP Manager may, under the conditions set out in this section, create anonymized analyses of aggregated data for which (partially) Customers and information resulting from the Customer’s use of the MCP Manager services are used (“Analysis Data”). Analysis Data is limited to technical and operational usage metadata relating to Customer’s use of the Services, including without limitation request volumes, latency, error rates, feature and endpoint usage, connection counts, and similar system-level metrics. For the avoidance of doubt, Analysis Data does not include, and MCP Manager shall not use for its own analytics, product improvement, or benchmarking purposes, the content or payload of Customer Data transiting the Services, including any Customer Data submitted to, processed by, or returned from any MCP server, AI model, or Third-Party Application accessed through the Services. The information within the Analysis Data is anonymized and aggregated, so that it is impossible to draw conclusions about individual companies or individuals. The anonymized Analysis Data is used for product improvement, development of new products and services, resource and support improvement, product performance improvements, security and data integrity review, identification of industry trends and developments, creation of indices and anonymous benchmarking.

7. Data Protection and Confidentiality

7.1.

For the processing of personal data on behalf of the Customer, the parties conclude a separate Data Processing Agreement. In the event of contradictions, their regulations precede these General Terms and Conditions.

7.2.

Each party protects the confidential information of the other party from use or access by unauthorized individuals with reasonable care.

7.2.1.

“Confidential Information” means (i) any information exchanged between the parties in the context of or in connection with this Agreement, either expressly marked in writing as “confidential” or in a similar manner, (ii) oral information expressly designated by the issuing party as confidential, and (iii) regardless of the above provisions, any information from which it is clear that they need to be kept confidential.

7.2.2.

The obligation of confidentiality does not apply to information that is already generally known at the time of conclusion of the contract or which can verifiably become subsequently known without breach of the contractual obligations. The obligation of confidentiality also does not apply to confidential information to the extent that the disclosing party may prove to them that it (i) has obtained or received it lawfully from third parties; (ii) for the provision of contractual services to the other party, must be passed on to third parties legitimately engaged for this purpose; (iii) must be disclosed by law or by decision of a court or an order of an authority; or (iv) by professionally committed advisors and lawyers.

7.2.3.

In the event that one of the parties has reason to believe that there has been an unauthorized loss, access or disclosure of the other party’s confidential information, it shall notify the other party without delay.

7.3.

Nothing herein shall limit MCP Manager from disclosing the terms of this contract to potential financing sources, security holders, strategic partners and advisors.

8. Right of Modifications

8.1.

MCP Manager provides the services according to the respective technological state of the art and in such a way that they are oriented to the interest of all Customers of MCP Manager. MCP Manager is entitled to adapt and change the range of services and features offered to reflect general technical progress and improvements. Provided that such updates do not result in a material degradation of the overall security or core functionality of the Services, MCP Manager does not have to guarantee possible downward (backward) compatibility with third-party software that is not up-to-date and/or to possible interoperability with third-party software; unless such interoperability is expressly agreed as a quality. MCP Manager will announce significant technical changes as far as possible and reasonably, in good time in advance. If a technical change in this sense represents an unacceptable change for the Customer, the Customer shall have a special right of termination.

8.2.

Terms of this Agreement may be amended by an update to these GTC on Usercentrics’ website. Where changes are considered material, MCP Manager will inform registered Customers by email, and such changes will take effect thirty (30) days after notice is sent. Any changes to the GTC will be effective immediately for new Customers. The Customer’s continued use of the Usercentrics Services following any such changes will constitute acknowledgment and acceptance of the updated GTC.

9. Liability

9.1.

NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL EACH PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION SHALL NOT APPLY TO ANY LIABILITY WHICH CANNOT BE CAPPED UNDER APPLICABLE LAW, INCLUDING IN THE EVENT OF GROSS NEGLIGENCE, INTENTIONAL ACTION, MALICE OR A GUARANTEE AS WELL AS IN THE EVENT OF INJURY TO LIFE, BODY OR HEALTH AND CLAIMS ARISING UNDER STATUTORY PRODUCT LIABILITY LAW OR THE INDEMNIFICATION OBLIGATIONS OUTLINED BELOW AND IN SECTION 5.5 (ePHI AND HIPAA).

9.2. Indemnification

Indemnification by Company. Company shall indemnify, defend, and hold harmless Customer from and against any claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from the infringement of a U.S. patent, copyright, trademark, or other intellectual property right asserted against Customer by a third party based upon Customer’s use of Company Products in accordance with the terms of this Agreement, provided that Company shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for Company to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement (if applicable) of such claim (as long as such settlement releases Customer from any and all liability); and (c) all reasonable necessary cooperation of Customer. If Customer’s use of any Company Product is, or in Company’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Company may, in its sole and reasonable discretion: (x) substitute substantially functionally similar products or services; (y) procure for Customer the right to continue using Company Products; or if (x) and (y) are commercially impracticable, (z) terminate the Agreement and refund to Customer any unused, prepaid fees paid by Customer for the terminated period. The foregoing indemnification obligation of Company shall not apply to the extent that the alleged infringement arises from: (1) any modification of the Company Products other than by or on behalf of Company; (2) access to or use of any Company Product in combination with any hardware, system, software, network, or other products, materials or services not provided by or on behalf of Company (3) use of Company Products in breach of this Agreement; or (4) Customer Data. THIS SECTION 9.2 SETS FORTH COMPANY’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Company from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) Customer’s violation of any laws, regulations, or rights relating to Customer Data (including, without limitation, privacy laws, regulations, or rights), or Customer’s breach of Section 5, (b) any action taken (or not taken) by Customer based upon use of a Company Product, or (c) any dispute between Customer and any other user of the Company Products. This indemnification obligation is subject to Customer receiving: (x) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (y) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (z) all reasonable necessary cooperation of Company at Customer’s expense.

9.3.

Insofar as the liability of MCP Manager is excluded or limited this also applies to the personal liability of the employees, other employees, institutions, representatives and vicarious agents of MCP Manager.

9.4.

In the event of liability for intent, gross negligence or personal injury, the statutory limitation periods apply. Otherwise, a limitation period of one year applies to all claims for damages or compensation of futile expenses of the Customer in the event of contractual and non-contractual liability. The limitation period begins in accordance with the statutory provisions. However, it shall begin at the latest at the end of 5 years from the date on which the claim has amounted.

10. Miscellaneous

10.1.

MCP Manager is entitled to use subcontractors in whole or in part for the services owed. Any deviating provisions of a separate Data Processing Agreement shall remain unaffected.

10.2.

The contractual relationship between the contracting parties, and any disputes arising out of or related hereto, shall be governed exclusively by the applicable law and dispute resolution mechanisms set forth below, based on the Customer’s domicile. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded in all cases:

10.2.1.

For Customers domiciled in the United States or Canada: This Agreement shall be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court in Wilmington County, Delaware), any dispute arising under this Agreement shall be finally settled in binding arbitration. The Judicial Arbitration and Mediation Service, Inc. (“JAMS”) will administer the arbitration in Wilmington, Delaware.

10.2.2.

For Customers based in the Nordic countries (Denmark, Norway, Sweden, Finland, Iceland, Greenland, Sami, Faroese) or Poland: The contractual relationship between the parties is exclusively subject to the law of Denmark. In the event of any dispute or disagreement arising under or in connection with the Agreement, such dispute or disagreement will be referred to and resolved under the exclusive jurisdiction of the Danish courts.

10.2.3.

For all other Customers (including the rest of the European Union): The contractual relationship between the parties is exclusively subject to the law of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising out of and/or in connection with the contract is, to the extent permitted by law, Munich, Germany.

10.3.

Amendments and additions to the contract as well as all declarations of intent relevant to the contract and declarations for the exercise of design rights, in particular terminations, reminders or deadlines, must be in writing, unless another form in the contract is expressly provided for. This also applies to the renunciation of the written form requirement.

10.4.

These GTC as well as all other texts throughout the MCP Manager website may be translated from English to other languages. These are unofficial translations and are only provided as convenience translations. They should therefore be interpreted in accordance with the English language version which will prevail in the event of any discrepancy between the English version and the translation. MCP Manager assumes no liability for any errors, omissions or ambiguities in the translations. Any person or entity choosing to rely on the translated content does so at their own risk. If in doubt, please always refer to the official English language version.

10.5.

Should one or more provisions of these General Terms and Conditions be ineffective, the remainder of the terms shall remain effective. The invalid provision shall be replaced by the relevant statutory provision.

10.6.

Export Compliance. The Services are subject to export controls and sanctions laws of the United States and other jurisdictions. The Customer agrees not to access or use the Services in a U.S.-embargoed country or region, nor to provide access to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals. Furthermore, the Customer shall not process any data or use the Services for any prohibited end use, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons, or missile-development purposes.