By use of this site, software or services, you agree to our term's and conditions (“Agreement”) between Marduk Method (“MM”) and (“Client”) (each herein individually referred to as a “Party,” or collectively as the “Parties.”).

Services
MM hereby grants Client a worldwide, non-exclusive license to use the MRDK web application (“Software”) for the internal business purposes of Client, including to help Client manage their business, during the term of this Agreement.


Payment
Client agrees to pay MM according to the fees and prices listed on MM's website. MM reserves the right to change these prices for any reason at any time.

Each Party is responsible for paying and complying with reporting requirements for all local, state and federal taxes related to payments made under this Agreement.

Payment must be made in full prior to the commencement of the services. A central component of the work that MM does on Client’s behalf, including business consulting, is a non-tangible piece of intellectual property. Once the services under this Agreement have begun, MM can never recoup that non-tangible piece of intellectual property and Client can never return it to MM. Thus, MM does not offer refunds once the term of this Agreement begins.

Term
The term of this Agreement will begin upon Client's site registration and shall continue until terminated by either Party as outlined in this Agreement.

Relationship
Nothing in this Agreement shall in any way be construed to constitute Client as an agent, employee, or representative of MM. Client has no authority to enter into contracts that bind MM or create obligations on the part of MM without express prior authorization. This Agreement does not create a partnership or joint venture between the Parties.

Use of Software
The Client must not, without MM prior written approval:
(i) copy or replicate, or directly or indirectly allow or cause a third party to copy or replicate, the whole or any part of the Software; (ii) modify, adapt or amend the Software, or permit any third party to modify, adapt or amend the Software; (iii) disassemble, decompile, or reverse engineer (or permit any other person to do so) all or any parts of the computer programs or source code which form any part of the Software (or attempt to do so) or take any other action intended to render any of the programs more amenable to human understanding or render the programs operational as to any other user who has not been authorized by MM; (iv) publicly disseminate information regarding the performance of the Software.

Confidentiality
Each Party understands that the other Party has disclosed or may disclose business, technical, or financial information, including trade secrets or data, relating to the other Party’s business (“Confidential Information”). 
During the term of this Agreement and for five (5) years thereafter (perpetually in the case of Software and trade secrets), each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party, except as required by law. All Confidential Information supplied by one Party to the other Party pursuant to this Agreement shall remain the exclusive property of the disclosing Party. MM does not own Client’s data and will not use it in any way except to (i) provide services as described in this Agreement and (ii) improve the Software. 

Termination
Either Party may terminate this Agreement by providing thirty (30) days written notice via email or Slack message. In the event of termination, the obligations of confidentially under this Agreement shall endure.

Accessibility and Maintenance
Client acknowledges and understands that Software, or services under this Agreement, may be interrupted, unavailable, go offline, or not perform in accordance with this Agreement, due to situations including but not limited to, maintenance, upgrades, or repairs, whether by MM or by Software’s third-party hosting provider. 

Limitation of Liability
MM shall not be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by Client or any third party in connection with this Agreement, regardless of the nature of the claim (including negligence), even if foreseeable or MM has been advised of the possibility of such damages. MM’s aggregate liability for damages under this Agreement, regardless of the nature of the claim (including negligence), shall not exceed the fees paid by Client under this Agreement during the six (6) months preceding the date the claim rose. MM is not liable to Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by Client of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or goodwill.

Indemnification
Client agrees to indemnify, defend, and hold harmless MM, including its officers, directors, employees, advisors, independent contractors, agents, heirs, and assigns, from any and all liability, costs, attorneys’ fees, and damages for lost business, profits, data, or use of any service, resulting from or relating to any claims in any way connected with this Agreement.

Governing Law
This Agreement shall be governed by the laws of Florida.

Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Waiver and Severability
MM's failure or neglect to enforce any of its rights under this Agreement will not be deemed to be a waiver of that or any other of its rights. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.


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AI ADDENDUM

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Artificial Intelligence and Machine Learning
MM makes use of Artificial Intelligence and Machine Learning ("AI Functions") to provide the service. The AI functions may be developed by MM and/or developed by a third-party provider, and in each case, are deemed to be part of MM.

When you input User Content into MM ("Input"), you will receive output ("Output") generated and returned by the AI Functions based on your Input. MM and it's third-party providers hereby assign to you all right, title and interest in the Output, and such Output will be considered User Content. Other users may query the AI Functions with similar questions or using similar Input to you and receive the same or similar responses. Responses that are requested by and generated for other users are not considered your Output or User Content. You are responsible for AI Content, including for ensuring that it does not violate any applicable law or the Agreement. 


License
You authorize MM and its third-party providers to process your User Content to provide you with the AI Functions and the Output. You acknowledge that for the purposes of your use of AI Functions, MM uses additional subprocessor(s) to provide the AI Functions.


Intellectual Property Rights; Ownership
MM and its licensors exclusively owns all right, title and interest in and to the AI Functions, including all associated intellectual property rights. You acknowledge that the AI Functions are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AI Functions.


Disclaimer
WITHOUT LIMITING THE GENERALITY OF ANY DISCLAIMERS IN THE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT THE AI FUNCTIONS AND ALL AI CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR ACCESS TO AND/OR USE OF THE AI FUNCTIONS AND ALL AI CONTENT, IS AT YOUR SOLE RISK. MM MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AI FUNCTIONS OR ANY AI CONTENT, WHETHER IN REGARDS TO ITS UNIQUENESS, ACCURACY, ORIGINALITY, SUITABILITY, NON-INFRINGEMENT OR OTHERWISE. YOU (AND NOT MM) ARE SOLELY RESPONSIBLE FOR ANY DECISION OR ACTION THAT YOU MAY TAKE, REGARDING THE GENERATION, REVIEW, APPROVAL, AND USE OF ANY AI CONTENT (INCLUDING ANY PUBLICATION OR DISTRIBUTION THEREOF), AND MM ACCEPTS NO RESPONSIBILITY FOR ANY CONSEQUENCES ARISING THEREFROM (INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR INFRINGEMENT, ROYALTIES, PLAGIARISM, OR OTHERWISE).  YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE AI FUNCTIONS, OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR YOU AND OTHER USERS. YOU ACKNOWLEDGE THAT AI CONTENT CAN BE FACTUALLY INCORRECT AND YOU MUST REVIEW IT BEFORE PUBLISHING OR RELYING ON THE CONTENT.

Improvement of Services
From time to time, MM may process and use AI Content to further develop, enhance, and improve the Services and the AI Functions, and you consent to MM's usage therefor. We do not permit our third-party providers of the AI Functions to use your User Content to train their AI models without your consent. 


Acceptable Use
If any of AI Content is deemed in violation of our Publishing Policies, you must immediately delete, stop distributing, and recall the violating AI Content. MM further reserves the right to review, limit, suspend, or revoke your access to the AI Functions in the event that MM deems you to be abusing, misusing, exploiting, or otherwise using the AI Functions inappropriately or in any many which jeopardizes or causes harm to the AI Functions, the Services or MM (including excessive bandwidth usage, queries, or calls relating to the AI Functions).


Publishing Policies
As a general rule, written expression that is protected political, religious, symbolic, or commercial speech under the First Amendment of the U.S. Constitution will be allowed on the Website. User Contributions absolutely must in their entirety comply with all applicable federal, state, and local regulations in the United States.

Without limiting the generality of the foregoing, User Input must NOT:

• Be unlawful or be made in furtherance of any unlawful purpose. User Contributions must not aid, abet, assist, counsel, procure or solicit the commission of, nor constitute an attempt or part of a conspiracy to commit, any unlawful act. For avoidance of doubt, speech which is merely offensive or the expression of an offensive or controversial idea or opinion, as a general rule, will be in poor taste but will not be illegal in the United States.
• Unlawfully threaten.
• Incite imminent lawless action.
• Interfere with the operation of any computer.
• Be obscene, sexually explicit or pornographic. Note that mere nudity e.g. as a form of protest or for educational/medical reasons will not fall foul of this rule.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations of the United States or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization, for a purpose not protected by the First Amendment.
• Involve commercial activities relating to finance, investments or gambling, such as contests and sweepstakes, penny stock promotion, money transmission, or Initial Coin Offerings; or the trade of live or endangered animals or animal parts, or anything that portrays or encourages the abuse of animals.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
• Link to any content from the above-listed categories.

Although our Content Standards, following the First Amendment, do not proscribe offensive speech, we strongly encourage you to ensure that your User Contributions are cordial and civil. The foundation of a free society requires people to peacefully settle their differences through dialogue and debate.