Terms of Service

By accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not access or use the Service. Your access to or use of the Service constitutes your acceptance of these Terms.

You represent and warrant that you are at least 18 years old (or the age of legal majority in your jurisdiction) and have the legal capacity to enter into a binding contract.

If you use the Service on behalf of a company or other organization, you represent and warrant that you have the authority to bind that organization to these Terms, and in that case 'you' and 'your' refer to both you individually and that organization.

Order of precedence. If you and MCPIP sign a written order form, enterprise agreement, or data processing addendum, that document controls for its subject matter; these Terms govern everything else. Nothing in these Terms is varied by any document you issue unilaterally — see Section 6.

• Service— collectively: the website at mcpip.ai and its content (including the site assistant); the MCPIP software we publish; the entitlement licenses we issue; MCPIP Managed Cloud and any other hosted offering; and our trademarks, logos, names, and brand features (the 'Marks').
• Software — the MCPIP source code we publish, in the form and at the paths described in Section 4.
• Entitlement License — the signed license document we issue that unlocks paid features and support for a stated term and a stated number of Governed Agent Identities. It is a commercial entitlement, distinct from the source-code licenses in Section 4.
• Governed Agent Identity — the billing unit, defined in Section 5.
• Order — a checkout you complete on the website, or a written order form signed by both parties, that identifies the plan, quantity, term, and fees.
• Subscription Term — the billing period stated in your Order, together with each renewal period under Section 6.
• Early Access — anything we label early access, beta, preview, experimental, or evaluation, including MCPIP Managed Cloud while it carries that label.

Source-available software. The MCPIP gateway is published as source-available software under the licenses mapped in Section 4. Your rights to use, copy, modify, and distribute that code are granted solely by, and subject to, those licenses.

Managed Cloud. MCPIP Managed Cloud is a hosted offering that is currently Early Access, as described in Section 7.

Self-hosted architecture. For self-hosted deployments, your runtime data — including agent traffic, tool-call payloads, and your audit chain — remains within your own perimeter and is not transmitted to us. We do not host, access, or operate your self-hosted deployment.

The two optional vendor-facing channels. A self-hosted deployment has exactly two channels that can reach us, both off by default and both opt-in by configuration: the aggregate telemetry beacon and the off-hot-path entitlement refresher. Neither can affect an authorization decision, and neither carries tenant, agent, alias, target, capability, correlation, payload, argument, or secret material. Their exact contents are enumerated in our Privacy Policy. In air-gapped deployments neither channel exists.

The Software is licensed by repository path, not by product name. The map below controls; where a directory carries its own LICENSE file, that file controls for the code in it.

Source-available, not open source. The Business Source License 1.1 is a source-available license. It is notan OSI-approved open-source license, and we do not describe the gateway as open source. On the Change Date shown above — or four years after a given version's first public distribution, whichever comes first — the then-covered versions convert to the Change License, which is an open-source license. The Apache-2.0 SDKs are open source today.

These Terms do not grant, limit, or override any right that the applicable source-code license grants you in the code it covers. To the extent these Terms and a source-code license conflict with respect to that code, the source-code license controls for that code; these Terms otherwise govern the website, the hosted services, the Entitlement License, and the Marks.

Third-party components.The Software incorporates third-party components under their own licenses, identified in the repository's notices file. Those licenses govern those components.

Governed Agent Identity means each distinct agent identity — as identified by the subject of the verified identity token presented to the gateway — on whose behalf the gateway evaluates one or more authorization requests during a billing period. It is the unit we price and the unit you commit to in your Order. We price per Governed Agent Identity, never per call, per decision, or per seat.

Entitlement License. Subject to your payment of the fees and your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Entitlement License we issue, solely to unlock the paid features and support described in your Order, solely for your own internal or organizational purposes, and solely for the Subscription Term. The Entitlement License is licensed, not sold. It expires with the Subscription Term and grants no rights after it.

You must not, and must not permit anyone else to:

• share, publish, resell, sublicense, lend, or otherwise make an Entitlement License (or its key material) available to any third party or to any affiliate not named in your Order;
• use one Entitlement License across more organizations, tenants, or deployments than your Order permits;
• modify, patch, disable, bypass, spoof, or otherwise circumvent entitlement verification, license validity checking, or any feature gate; or
• exceed the number of Governed Agent Identities stated in your Order without purchasing the additional quantity.

What the paid boundary actually is. The paid boundary is features and support, not seats. The gateway verifies your Entitlement License at boot to unlock entitled functionality; it deliberately does not meter, cap, or enforce a Governed Agent Identity count at request time, and we make no representation that the Software will prevent, detect, or block use beyond your purchased quantity. Your quantity is a contractual commitment you make and self-report, not a technical limit we impose on your deployment.

Self-certification and true-up. Not more than once per twelve months, on our written request, you will certify in writing — signed by an authorized officer — the number of Governed Agent Identities governed by your deployment during the preceding period. If the certified number exceeds your purchased quantity, you will pay for the excess retroactively, from the first day of the period in which the excess began, at our then-current list price for the applicable tier, within thirty (30) days of invoice, plus interest under Section 6.

Circumvention is a material breach. Circumventing entitlement verification, misrepresenting your usage, or exceeding your purchased quantity and failing to true it up is a material breach of these Terms and entitles us to suspend or terminate under Section 19, in addition to any other remedy.

Fees. Paid plans are priced per Governed Agent Identity per month at the rate and quantity shown at checkout or stated in your Order, in U.S. dollars unless we state otherwise. The Community tier is free and carries no fees, no support, and no service levels.

Payment and authorization to charge. Payments are processed by Stripe. Card details are collected and stored by Stripe on Stripe-hosted pages; they never reach our systems. By completing checkout you authorize us and Stripe to charge your payment method for all fees for the initial Subscription Term and for each renewal term, and for any applicable taxes, on the schedule of your plan and without further authorization from you, until you cancel. You represent that you are authorized to use the payment method you provide, and you will keep it current.

No refunds. Except as expressly stated in these Terms or as required by law that cannot be excluded, all fees are non-refundable, including for periods of non-use, for quantities you purchased but did not use, and for a termination by us for your breach.

Taxes. Fees are exclusive of all taxes, levies, and duties, including VAT, GST, sales, use, and withholding taxes, other than taxes on our net income. You are responsible for all such amounts. If you are required by law to withhold any amount from a payment to us, you will gross up the payment so that we receive the full amount we would have received had no withholding been required, and you will provide the applicable tax receipts on request.

Price changes. We may change prices. We will give you at least thirty (30) days' notice before a price change takes effect for your subscription, by email to your account address or by notice on the account page. A price change applies from your next renewal date. If you do not accept it, cancel before that renewal date; continuing past it is your acceptance of the new price.

Invoice disputes. You must notify us in writing of any good-faith dispute about an invoice or charge within thirty (30) days of the invoice or charge date, with reasonable detail. Amounts not disputed within that window are deemed accepted and are waived. You will pay all undisputed amounts when due while a dispute is resolved.

Late payment and suspension. Overdue amounts bear interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. If any undisputed amount is more than ten (10) days past due, we may suspend the Service, your account, and your Entitlement License without further notice and without liability, and we may withhold reissue of the Entitlement License until you have paid in full. Suspension does not relieve you of the obligation to pay. You will reimburse our reasonable costs of collection, including collection-agency and attorneys' fees.

Trials. If we offer you a trial or evaluation period, it is provided free of charge, AS IS, with no support and no service-level commitment of any kind, and we may modify, suspend, or end it at any time, with or without notice and without liability. A trial does not convert into a paid subscription unless we disclose the conversion terms before it starts and you agree to them.

Your purchase orders are rejected. Any purchase order, procurement portal, vendor-onboarding form, supplier code, or similar document you issue is for your administrative convenience only. Any additional, different, or conflicting term in such a document is expressly rejected and is void and of no effect, even if we reference, acknowledge, sign, or accept payment against that document, and even if it purports to condition acceptance on our assent to its terms.

Early Access is made available to you AS IS and AS AVAILABLE, for evaluation purposes only.

No support and no SLA on free and Early Access. The Community (free) tier, all Early Access features, and all trials carry no support obligation and no service-level agreement — no availability, uptime, latency, response-time, restoration, security, or performance commitment of any kind. Community-forum or best-effort responses, where we choose to give them, are a courtesy and create no obligation.

Where an SLA can exist. A service-level agreement exists only where it is set out in a written order form signed by an authorized representative of MCPIP INC. Where such an SLA exists, service credits calculated under that SLA are your sole and exclusive remedy, and our entire liability, for any failure to meet the committed service levels. Service credits are applied against future fees and are never paid in cash.

We may add, modify, limit, suspend, or discontinue Early Access, in whole or in part, at any time, with or without notice, and without any liability to you.

Early Access may contain defects, may change without notice, and may result in loss of data. You must not use Early Access for production, business-critical, or other high-risk purposes, and you must not rely on it, absent a separate written agreement signed by an authorized representative of MCPIP INC. If such a signed agreement exists and conflicts with these Terms, that agreement controls for its subject matter.

You agree not to, and not to permit or enable any third party to:

• use the Service in violation of any law, regulation, or third-party right, or for any unlawful, harmful, fraudulent, infringing, deceptive, or abusive purpose;
• probe, scan, penetration-test, attack, disrupt, overload, or attempt to gain unauthorized access to the Service, its accounts, or its underlying infrastructure, or otherwise interfere with its integrity, security, or performance, in each case without our prior written authorization;
• offer, resell, sublicense, or otherwise make the MCPIP gateway available to third parties as a hosted, managed, or 'as-a-service' offering that competes with our Managed Cloud, except as expressly permitted by the applicable source-code license;
• reverse engineer, decompile, or disassemble any hosted service, or attempt to derive its source code or underlying structure, except to the extent this restriction is prohibited by applicable law or expressly permitted by an applicable source-code license for the code it governs;
• infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right;
• circumvent, disable, or interfere with any usage limit, rate limit, quota, entitlement verification, security, or authentication feature of the Service;
• publish or disclose any benchmark, performance test, or security assessment of a hosted service without our prior written consent;
• introduce, transmit, or distribute any malware, exploit, or other harmful code through or to the Service;
• use the Service for any prohibited high-risk purpose described in Section 12; or
• misrepresent your identity or affiliation, or use the Service to harass, defame, threaten, or harm any person.

We may, but are not obligated to, investigate suspected violations. We may suspend, restrict, or terminate your access to the Service, in whole or in part, at our SOLE DISCRETION, at any time, for any reason or no reason, with or without notice, and without any liability to you.

Self-hosted operation. For self-hosted deployments, you are solely responsible for provisioning, operating, securing, patching, updating, backing up, and monitoring your own infrastructure, identity provider (IdP), cryptographic keys, secrets, networking, and configuration. Identity is sovereign to your IdP; the gateway only verifies the identity tokens (JWTs) your IdP issues and never mints identity.

You are solely responsible for, and assume all risk arising from:

• your policies, aliases, compartments, and other configuration;
• your credentials, keys, secrets, and accounts, and all activity under them;
• the actions, decisions, requests, and outputs of your AI agents and the tools they invoke ('your agents' actions'); and
• your compliance with all laws, regulations, contractual obligations, and industry requirements applicable to you and your jurisdiction (including, where applicable, rules governing sectors such as finance, healthcare, and data protection).

You must keep your account credentials confidential and are responsible for all activity that occurs under your account. Notify us at security@mcpip.ai promptly if you learn of any unauthorized use of your account or Entitlement License.

Confidential Informationmeans non-public information a party ('Discloser') discloses to the other ('Recipient') that is identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances — including non-public pricing, roadmaps, security assessments, architecture and threat models, audit records, and pre-release code and documentation.

Recipient will: use Confidential Information only to exercise its rights and perform its obligations under these Terms; protect it with at least the care it uses for its own confidential information and no less than reasonable care; and disclose it only to its employees, affiliates, and advisers who need it and who are bound by confidentiality obligations at least as protective. Recipient is responsible for their compliance.

These obligations do not apply to information that is or becomes public without Recipient's fault, was rightfully known to Recipient without a duty of confidentiality before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information. Recipient may disclose Confidential Information where legally compelled, provided it gives prompt notice (where lawful) and reasonable cooperation to seek protective treatment, and discloses only what is required.

Confidentiality obligations run for three (3) years after disclosure, and for trade secrets for as long as the information remains a trade secret under applicable law. On written request, Recipient will return or destroy Confidential Information, subject to routine backup retention and legal retention obligations. The parties agree that a breach of this Section may cause irreparable harm for which damages are inadequate, and that injunctive relief is available without the need to post a bond.

Publicity. You may not use our Marks or refer to us in publicity without our prior written consent (see Section 17). You grant us a limited, revocable, royalty-free right to identify you as a customer by name and logo in our customer lists, on our website, and in sales materials. You may withdraw that right at any time by writing to legal@mcpip.ai, and we will stop the further use within a reasonable period. Any other public statement about the relationship — including a case study or quote — requires the other party's prior written approval.

Export control and sanctions.The Service, including the Software and any technical data, is subject to the U.S. Export Administration Regulations (EAR), the economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), and other applicable export control and sanctions laws. You will comply with all of them.

You represent, warrant, and covenant that:

• you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine);
• you are not, and are not owned 50% or more in the aggregate or otherwise controlled by, any party on a restricted-party list — including OFAC's Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions Identifications List, the Commerce Department's Entity List, Denied Persons List, and Unverified List, and any equivalent EU, UK, or UN list;
• you will not export, re-export, transfer, or provide access to the Service to any such country, territory, or party, or to any person acting on their behalf; and
• you will not use the Service in connection with any nuclear, chemical, or biological weapons, missile technology, or military-intelligence end use or end user, or any other prohibited end use, without required authorization.

We may suspend or terminate immediately, without liability, if we reasonably believe a representation in this Section is or has become untrue, or that continued provision would violate export control or sanctions law.

U.S. Government end users. The Software and documentation are 'commercial computer software' and 'commercial computer software documentation' under FAR 12.212 and DFARS 227.7202. If acquired by or on behalf of any U.S. Government agency, they are provided with only the rights granted to all other end users under these Terms and the applicable source-code license, in accordance with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4. No other rights, including rights in technical data, are conveyed. Any inconsistent contract clause is unenforceable against us unless separately agreed in writing.

Prohibited high-risk uses.The Service is not designed, tested, or certified for use as a safety control. You must not use it in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or medical devices, weapons systems, autonomous vehicle control, or emergency-services dispatch, or in any other application where failure, delay, or an incorrect authorization decision could reasonably be expected to lead to death, personal injury, or severe physical or environmental damage. You also must not use it for unlawful surveillance, for social scoring, for biometric categorization prohibited by applicable law, or as the only control determining an individual's access to essential services without meaningful human review. We disclaim all liability arising from any such use.

No reliance on AI output. This website includes an AI assistant, and the Service may generate or summarize content automatically. Automatically generated output may be inaccurate, incomplete, or out of date. It is not legal, security, compliance, financial, or professional advice; it is not a representation, warranty, or commitment by us; it does not modify these Terms, any Order, or the documentation; and you must not rely on it. Where automatically generated output conflicts with these Terms or the published documentation, these Terms and the documentation control. You are responsible for independently verifying anything you act on.

Anti-corruption. Each party will comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Neither party will offer, promise, give, request, or accept any bribe, kickback, facilitation payment, or other improper advantage in connection with these Terms. You will notify us promptly if you receive any such request in connection with the Service.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND THE SOFTWARE ARE PROVIDED 'AS IS' AND 'AS AVAILABLE,' WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE OR SOFTWARE WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. WE DO NOT WARRANT THAT THE SERVICE WILL SATISFY ANY LAW, REGULATION, AUDIT, CERTIFICATION, OR INDUSTRY REQUIREMENT APPLICABLE TO YOU, OR THAT ANY AUTOMATICALLY GENERATED OUTPUT WILL BE ACCURATE OR FIT FOR ANY PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MCPIP OR ITS OWNERS, OPERATORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS, OR ANTICIPATED SAVINGS, OR ANY COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNTS YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS (US$100).

THESE LIMITATIONS APPLY IN THE AGGREGATE AND NOT PER INCIDENT; THEY APPLY TO CLAIMS ARISING FROM THE FREE, COMMUNITY, TRIAL, AND EARLY ACCESS OFFERINGS AND FROM THE SOFTWARE WHETHER OR NOT YOU PAID FOR IT; AND THEY APPLY TO OUR BREACH OF THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

Your obligation to pay fees, and your obligations under Sections 12 (export, sanctions and regulated use) and 16 (indemnification), are not subject to the cap above.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM FIRST ACCRUES — that is, after the claiming party first knew or reasonably should have known of the facts giving rise to it. A claim not commenced within that period is permanently barred. This Section does not apply to actions to collect amounts owed or to enforce intellectual-property rights or confidentiality obligations, and does not apply where the applicable limitation period cannot be shortened by agreement.

To the maximum extent permitted by law, you will indemnify, defend, and hold harmless MCPIP and its owners, operators, officers, employees, contractors, and agents (the 'Indemnified Parties') from and against any and all third-party claims, demands, actions, damages, losses, liabilities, penalties, fines, and costs (including reasonable attorneys' fees and legal expenses) arising out of or relating to: (a) your access to or use of the Service; (b) your configuration, content, data, or credentials; (c) your agents' actions; (d) your violation of these Terms, including any circumvention of entitlement verification or misstatement of your Governed Agent Identity count; (e) your violation of any export control, sanctions, anti-corruption, or data-protection law; or (f) your violation of any other law or any right of a third party.

We will give you notice of a claim for which we seek indemnification; a delay in notice reduces your obligations only to the extent it materially prejudices your defense. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us. You will not settle any matter that imposes any obligation, liability, or admission on an Indemnified Party without our prior written consent.

Except for the rights expressly granted to you by the source-code licenses that govern the Software (see Section 4) and by the Entitlement License (see Section 5), all right, title, and interest in and to the Service — including the website, the hosted services, and all associated intellectual property — are and will remain the exclusive property of MCPIP and its licensors. All rights not expressly granted are reserved.

The MCPIP name, logo, and other Marks are not licensed to you under these Terms or any source-code license, and you may not use them without our prior written permission.

Feedback.If you provide us with any suggestions, ideas, or other feedback about the Service ('Feedback'), you hereby assign to us all right, title, and interest in that Feedback, and we may use it for any purpose without restriction, attribution, or compensation to you.

The Service interoperates with, and depends on, third-party services and providers — including your cloud provider and your identity provider, and, on our side, Cloudflare (hosting, delivery, database, email routing, and the AI inference behind the site assistant), Stripe (payments, checkout, and the billing portal), and Resend (transactional email). We do not control and are not responsible for any third-party service, and your use of them is governed by their own terms and policies. We may change providers at any time. We disclaim all liability arising from third-party services to the maximum extent permitted by law.

Suspension. We may suspend the Service, your account, or your Entitlement License immediately and without liability if: any undisputed amount is more than ten (10) days past due; you breach Section 8 (acceptable use), Section 5 (entitlements), or Section 12 (export, sanctions and regulated use); your use presents a security, integrity, or legal risk to us, the Service, or another customer; or we are required to suspend by law. Where practical and lawful, we will tell you first and lift the suspension once the cause is resolved.

Termination for cause. Either party may terminate for material breach if the breaching party has not cured within thirty (30) days after written notice describing the breach — reduced to ten (10) days for non-payment. We may terminate immediately for a breach that cannot be cured, including circumvention of entitlement verification or a violation of Section 12.

Termination for convenience.You may cancel a paid subscription at any time under Section 6; it ends at the end of the then-current billing period. We may terminate any free, Community, trial, or Early Access access at any time, for any reason or no reason, with or without notice and without liability. We may terminate a paid subscription for convenience on thirty (30) days' notice, in which case we will refund the unused prepaid portion of the then-current term.

Effect of termination. On termination or expiry:

• your right to access the Service ends immediately;
• the Entitlement License terminates, and you must stop using entitlement-gated features and delete the license document and its key material from your systems on request. Source-code rights you hold under Section 4 are unaffected — those licenses stand on their own terms;
• all prepaid fees are non-refundable, except where we terminate for convenience or you terminate for our uncured material breach, in which case we refund the unused prepaid portion of the then-current term; and
• all accrued but unpaid amounts become immediately due.

Data deletion and export (hosted offerings only). For any hosted offering, for thirty (30) days after termination you may request an export of the account data we hold for you. After that window we will delete or irreversibly anonymize that data within a further thirty (30) days, except for encrypted backups on their ordinary rotation (up to ninety (90) days) and records we are required to keep by law, such as billing and tax records.

Audit-chain export.During that same thirty-day window we will, on request, provide the signed audit-chain records held for you in the gateway's export format, so your evidence stays independently verifiable after the relationship ends. For self-hosted deployments this does not arise: your audit chain is written inside your own perimeter, we never hold it, and termination does not touch it.

Survival. The following Sections survive termination or expiry, by name: Definitions; Software licenses — by path; Entitlements, Governed Agent Identities & usage limits (as to accrued obligations, self-certification, and true-up); Fees, billing, taxes & automatic renewal (as to amounts accrued before termination); Your responsibilities; Security disclaimer; Confidentiality & publicity; Export control, sanctions & regulated use; Disclaimer of warranties; Limitation of liability; Time limit on claims; Indemnification; Intellectual property; Third-party services; Suspension & termination; Governing law & dispute resolution; Miscellaneous; and Contact. Naming them is deliberate: renumbering these Terms can never break this list.

These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration provision below, the state and federal courts sitting in Delaware have exclusive jurisdiction over any dispute not subject to arbitration, and each party consents to personal jurisdiction and venue there.

Informal resolution first. Before starting an arbitration or a lawsuit, the complaining party will send a written description of the dispute and the relief sought to the other party — to us at legal@mcpip.ai — and the parties will try in good faith to resolve it for thirty (30) days.

Binding arbitration. To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding, individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Delaware, in English, and governed by the Federal Arbitration Act. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court where eligible, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

Arbitration opt-out. You may opt out of this arbitration provision by emailing legal@mcpip.ai with your name, account email, and a clear statement that you opt out, within thirty (30) days of first accepting these Terms. Opting out affects only arbitration; the rest of these Terms continues to apply.

Class-action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND MCPIP EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND ANY CLAIM WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. ARBITRATION AND CLAIMS WILL NOT BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON.

Jury-trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND MCPIP EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

Mandatory local law prevails. If you are a consumer, or you are resident in a jurisdiction — including the European Union, the United Kingdom, or Switzerland — whose mandatory law makes any part of this Section unenforceable against you or gives you rights that cannot be waived by agreement, then that part does not apply to you to that extent. In that case you keep the protections of the mandatory law of your country of residence, you may bring proceedings in the courts of that country, and the remainder of these Terms continues to apply. If the class-action waiver is held unenforceable as to a particular claim, that claim is severed from arbitration and heard in the courts identified above; the rest of this Section remains in force.

We may modify these Terms at any time. If we make material changes, we will update the 'Last revised' date above and may provide additional notice where required. Changes are effective when posted, except that a change to fees or to the renewal terms in Section 6 takes effect for your subscription no earlier than thirty (30) days after we notify you and applies from your next renewal date. Your continued access to or use of the Service after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and, if you have a paid subscription, cancel before the change takes effect.

Entire agreement. These Terms, together with the Privacy Policy, any applicable data processing addendum, and any Order or separate signed agreement, are the entire agreement between you and us regarding the Service and supersede all prior understandings. In case of conflict, a signed order form or enterprise agreement controls first, then these Terms, then the documentation.

Severability. If any provision is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be enforced to the maximum extent permitted.

No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

Independent contractors; no third-party beneficiaries. The parties are independent contractors; these Terms create no partnership, agency, franchise, or employment relationship. Except for the Indemnified Parties, there are no third-party beneficiaries.

Notices. We may provide notices to you by posting on the Service or by email to the address on your account, effective when sent. You may send notices to us at legal@mcpip.ai, effective on receipt.

Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor action, epidemic, governmental action, network or power failure, or the failure of a third-party provider.

Interpretation.'Including' means 'including without limitation'. Headings are for convenience only and do not affect meaning. These Terms are drawn up in English; any translation is for convenience only and the English version controls.

Questions about these Terms, cancellation requests, and legal notices may be sent to legal@mcpip.ai.

MCPIP INC, Delaware, USA — legal@mcpip.ai
Security reports: security@mcpip.ai · Privacy requests: privacy@mcpip.ai

These documents state our commercial and privacy terms; they are not legal advice, and we recommend you have your own counsel review them before relying on them.