Terms of Use

1. Definitions

For purposes of this Agreement and any exhibits attached hereto, the following capitalized terms shall have the following meaning:

1. "Affiliate" means with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party, where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities.
2. "Confidential Information" shall have the meaning given in Section 12.1 below.
3. "Documentation" means the guides, references and technical manuals of the Products, and all other written and or electronic materials relating thereto, provided by Piiano to Licensee under this Agreement.
4. "Enterprise Subscriber" means a user subscribing to the Products on behalf of an enterprise.
5. "Fees" shall have the meaning given in Section 9.1 below.
6. "Intellectual Property Rights" means all patents, patent rights, copyrights, mask work rights, moral rights, database rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights, as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, and all inventions, derivatives and improvements thereto, under the laws of any state, country, territory or other jurisdiction.
7. Paying User means a user who uses paid Products and features, as applicable.
8. "Products" means the Piiano software suite titled "MCPTotal", made available to Licensee in the following forms:
   1. A cloud-hosted MCP servers hub;
   2. A desktop application, provided as downloadable object; and/or
   3. An open-source MCPTotal Chrome extension, made available under an open-source license
   4. Any other form, as may be updated from time to time
9. "Updates" means, with respect to any element of the Products, a new version of such element that includes bug fixes and minor enhancements to the Products and which is made available at no additional cost by Piiano to its customers generally. For clarity, the term Update does not include new releases of the Products, which are sold separately or include significant new functionality.
10. “User Content” means any content, information, or materials, including textual, audio, visual, or other forms, that you provide, upload, submit, publish, or otherwise make available through the Products and/or Services. This also includes any actions or activities you undertake using the Products and/or Services, whether directly within the platform or through integrations with third-party services. You are solely responsible for any such content and activities, including ensuring compliance with all applicable laws, such as obtaining necessary third-party permissions and providing appropriate notices of third-party rights.

2. License Grant

Subject to the terms and conditions of this Agreement and/or any signed order form and payment of the applicable Fees (if you are a Paying User), you may access and use the Product/s as set forth on each applicable signed order form or terms under this Agreement. If access to or use of any portion of the Products requires or allows for you to download, use, or install any Piiano software (“Software”), Piiano grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Term or then-current Renewal Term ("License"). You acknowledge and agree that your access to and use of the Products and Software under this Section (and as otherwise provided in this Agreement) is revocable at Piiano’s sole discretion. In the event of such revocation, Piiano shall provide a pro-rated refund for any prepaid, unused portion of the applicable fees. Direct competitors of Piiano are prohibited from accessing or using Piiano’s Products and may not be accessed for purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purposes.

3. Support and Maintenance Services

Applicable only to Paying Users. Subject to Licensee’s payment of the Fees, Piiano shall use commercially reasonable efforts to provide maintenance and support services to Licensee.

4. Telemetry and Metrics

Licensee acknowledges and understands that Piiano may monitor Licensee’s general use of the Products including, but not limited to, metrics and logs, for the sole purpose of customer support and diagnostics, providing and improving Piiano’s Products and services.

5. Data Processing

By using our services and connecting your tools (e.g., hosted MCP Servers) to third-party services such as Gmail, Slack, and WhatsApp ("Connected Services"), you agree that Piiano will process your data as described below.

5.1. Data for Service Functionality

We process User Content from your Connected Services (e.g., messages, files, tickets) only as necessary to provide the features and functionality of our service. This data is used solely for service delivery, maintenance, and improvement. We may store some content or metadata to enhance service performance. We do not access, share, or use this content for any other purpose, and we will never sell it.

5.2. Personal Information

1. Account & Service Use: We collect your name, email, and billing info (if applicable) to manage your account, provide customer support, process payments, and send you essential service-related communications (like updates or security alerts). This information is fundamental to your use of our service.
2. Marketing: With your consent, we may use your name and email to send you promotional communications, newsletters, and offers. You can opt out of marketing communications at any time.

6. Responsibility for User-Connected Systems

When you connect our service to your own AI systems or other third-party systems, you are solely responsible for the data within those connected systems, including its compliance with all applicable laws and regulations. Our service acts only as a secure conduit for data exchange, and we bear no responsibility for the data processed or managed within your independently connected systems.

7. Reservation of Rights; Use Restrictions

Other than the rights explicitly granted in this Agreement, Licensee shall have no other rights, express, implied or otherwise, in or to the Products and/or any other Intellectual Property Rights of Piiano (or its licensors). Without limiting the generality of the foregoing, and unless otherwise permitted under this Agreement, Licensee agrees and undertakes not to (and shall ensure that its p-slate-300 personnel do not):

1. sell, lease, sublicense or distribute the Products, or any part thereof, or otherwise transfer the Products or allow any third party to use the Products in any manner;
2. reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Products’ source code;
3. modify, revise, enhance or alter the Products;
4. copy or allow unauthorized copies of the Products to be made;
5. use any backup or archival copies of the Products, or any part thereof, or allow any third party to use such copies, for any purpose other than to replace an original copy in the event of the destruction of the Products components, if the Products becomes defective;
6. place the Products onto a server so that it is accessible via a public network;
7. use the Products to provide third parties with managed services or any other services whether or not in return for remuneration of any kind;
8. remove, deface, obscure or otherwise modify any copyright or other proprietary notices included on or in the Products;
9. develop methods to enable unauthorized parties to use the Products, or to develop any other Products containing any of the concepts and ideas contained in the Products,
10. circumvent, disable or otherwise interfere with security-related or other features of the Products or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Products, or
11. transfer, use or export the Products for any unlawful or illegal purpose, or one that could associate Piiano with any improper or inappropriate purpose (including infringement or misappropriation of any third party intellectual property, privacy, or publicity right), and/or
12. represent that it possesses any proprietary interest in the Products.

8. Open Source Licenses

The Products include certain open source code software and materials (as may be listed in the Documentation of the Products, as may be amended by Piiano from time to time) ("Open Source Software") that are subject to their respective open source licenses ("Open Source Licenses"). Such Open Source Licenses contain conditions with respect to warranty, copyright policy and other provisions. By executing this Agreement, Licensee undertakes to strictly comply with the terms and conditions of the Open Source Licenses, as may be amended from time to time. In the event of any inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the provisions of this Agreement, the provisions of the Open Source Licenses shall prevail but solely in connection with the related Open Source Software. Without derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided on an "AS IS" and "AS AVAILABLE" basis, without indemnity, liability and/or warranty of any kind, whether express, implied or otherwise.

9. Title & Ownership

9.1. Ownership

NO RIGHTS, TITLE, INTEREST AND/OR LICENSE (EXPRESS, IMPLIED OR OTHERWISE) IN OR TO THE PRODUCTS, OR ANY PART THEREOF, IS TRANSFERRED TO LICENSEE UNDER THIS AGREEMENT. The Products and/or any copies thereof, including without limitation any derivative works made (regardless of whether such derivative works were permitted or not), as well as any Updates and any other additions or modifications thereto, whether or not provided to Licensee pursuant to this Agreement, and all Intellectual Property Rights therein and thereto, shall remain the sole and exclusive property of Piiano (or its licensors). All Intellectual Property Rights in or to the Products (including without limitation any Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Products) or part thereof, are and shall be owned solely and exclusively by Piiano (or its licensors). Nothing in this Agreement shall constitute an assignment and/or waiver of Piiano’s Intellectual Property Rights under any law, or be in any way construed or interpreted as such.

9.2. Feedback

It is further agreed that to the extent Licensee provides Piiano with suggestions, comments or feedback (whether orally or in writing) with respect to the Products (the "Feedback"), Licensee acknowledges that any and all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Piiano and shall be considered Piiano’s Confidential Information and Licensee hereby irrevocably transfers and assigns to Piiano all Intellectual Property Rights in such Feedback and waives and vows never to assert any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Piiano at its sole discretion, and that Piiano in no way shall be obliged to make use of any kind of the Feedback or part thereof.

10. Payments

Applicable only to Paying Users.

10.1. Fees

If you are a Paying User, you agree to pay us the applicable fees and taxes set forth at any signed order form ("Fees"). Failure to pay these Fees will result in the termination of your License. Also, if you are a Paying User, you acknowledge and agree that:

1. The Fees are paid in USD.
2. We may store and continue billing your payment method (e.g., credit card), even after it has expired, to avoid interruptions in your paid Products and to use it to pay for other Products you may buy. If applicable, you may update or change your payment method as instructed on our website.
3. When you subscribe to a paid service, your payment method will automatically be charged at the start of each subscription period for the Fees applicable to that period; and
4. We may modify the Fees at any time, upon reasonable notice prior to the end of the then-current subscription period, to the extent allowed under applicable law.
5. Late payment may be subject to a late fee equal to one and one-half percent (1.5%) per month or, if less, the maximum amount allowed by applicable law.
6. All amounts payable hereunder shall not be subject to any set-off or deduction.

10.2. Taxes

Licensee is solely responsible for payment of any taxes (including, without limitation, sales or use taxes, Value Added Taxes, employee-related taxes, intangible taxes, and property taxes, and only excluding taxes related to Piiano’s income) resulting from the use of the Products. To the extent that Piiano shall be required to pay any such taxes then such taxes shall be billed to and paid by Licensee. Licensee agrees to indemnify and hold harmless Piiano from all claims and liabilities arising from Licensee’s failure to report or pay any such taxes. If any taxes are required to be withheld, Licensee shall pay an amount to Piiano such that the net amount payable to Piiano after withholding of taxes shall equal the fees which would have been otherwise payable to Piiano under this Agreement.

11. Disclaimer of Warranties

THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

12. Limitation of Liability

EXCEPT IN RELATION TO LICENSEE’S BREACH OF SECTIONS 2 OR 6, (i) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL DAMAGES AND/OR LOSSES THAT ARISE UNDER OR OUT OF OR IN RELATION TO THIS AGREEMENT (INCLUDING ANY LIABILITY UNDER THE INDEMNIFICATION OBLIGATIONS), OR THAT RESULT FROM LICENSEE’S USE OF OR INABILITY TO USE THE PROUCT, EXCEED THE LOWER OF: (A) THE AMOUNT PAID OR PAYABLE BY LICENSEE TO PIIANO HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT OR (B) ONE THOUSAND US DOLLARS ($1,000), AND (ii) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY LIABILITY UNDER THE INDEMNIFICATION OBLIGATIONS), OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS; ALL OF THE ABOVE, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Confidentiality

13.1. Confidentiality

You acknowledge that Confidential Information (as defined below) is a valuable and proprietary asset of Piiano, and you agree not to disclose, use, or permit access to such Confidential Information for any purpose other than as strictly necessary to use the Products and/or Services in accordance with these Terms. You may disclose Confidential Information to your employees, contractors, or advisors only if they are subject to confidentiality obligations at least as protective as those set forth herein.

You must promptly notify Piiano in writing of any unauthorized access, use, or disclosure of Confidential Information and cooperate with us to prevent further unauthorized actions. Upon termination of your use of the Products and/or Services, you agree to return or destroy all Confidential Information in your possession.

"Confidential Information" means all non-public information, in any form, disclosed by Piiano or its affiliates that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, product designs, source code, technical specifications, documentation, security configurations, business plans, customer data, pricing, and any other proprietary materials related to Piiano’s business, operations, users, or systems.

Customer Confidential Information refers to any non-public information you provide to Piiano in connection with the Services that is either required by law to be kept confidential or clearly marked (or reasonably understood) as confidential. Piiano will use such information solely to provide the Services and will protect it with reasonable care. Piiano is not responsible for any Customer Confidential Information that is disclosed or made public by you or your users, shared with third parties at your direction or authorization, or independently developed by Piiano without reference to such information. You are solely responsible for ensuring any information you provide is shared lawfully and with appropriate permissions.

13.2. Exceptions

The receiving party’s obligations under this Section with respect to any Confidential Information and Customer Confidential Information of the disclosing party shall not apply to information which: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party becomes, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information or Customer Confidential Information as applicable. In addition, the receiving party will be allowed to disclose confidential information or Customer Confidential Information as applicable, of the disclosing party to the extent that such disclosure is: (i) approved in writing in advance by the disclosing party or (ii) required by law or by the order or a court of similar judicial or administrative body, provided that (to the extent permitted by law) the receiving party notifies the disclosing party of such required disclosure promptly and in writing and cooperates with the disclosing party, at the disclosing party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

14. Term and Termination

14.1. Term

This Agreement shall enter into force and effect on the Effective Date and shall continue to remain in effect in accordance with your subscription until terminated by either Party pursuant to the terms of this Section 13. You may terminate this Agreement by canceling your subscription, at any time, provided that in the event that you are an Enterprise Subscriber, only an authorized representative of the applicable entity may cancel the Enterprise Subscriber’s account. If you cancel your account after your applicable subscription's renewal date (as shall be specified upon subscription), you will not receive a refund for any amounts that have been charged. Your cancellation of your account will be effective at the end of your then-current subscription period, subject to applicable law and the terms of this Agreement.

14.2. Reservation of Rights

Piiano reserves the right to suspend, limit or terminate access to the Products: (a) for any reason (not applicable to Paying User); (b) When you are a Paying User, if you are seven (7) days or more overdue on a payment; (c) if Piiano deems such suspension necessary as a result of Licensee’s breach under Section 7 (Reservation of Rights; Use Restrictions); (d) if Piiano reasonably determines suspension is necessary to avoid material harm to Piiano or its other customers, including if the Products’ infrastructure is experiencing a denial of service attack, abuse or other attacks or disruptions outside of Piiano’s control; or (e) as required by law or at the request of governmental entities.

14.3. Termination in the Event of Insolvency Events

Either party may terminate this Agreement immediately, in the event the other party: (i) is judged bankrupt or insolvent; (ii) makes a general assignment for the benefit of its creditors; (iii) a trustee or receiver is appointed for such party or for any of its property; or (iv) any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

14.4. Consequences of Termination/Expiration

Upon the expiration of the Term or termination of this Agreement, Licensee will: (i) immediately cease use of the Products; (ii) uninstall or otherwise destroy all copies of the Products in its possession; (iii) return to Piiano any and all Confidential Information then in its possession; and (iv) certify in writing to Piiano that all copies and partial copies of the Products and related Documentation have been either returned to Piiano or otherwise erased or destroyed and deleted and are no longer in use by Licensee. Sections 7, 9, 10 (if any amounts due are unpaid), 10, 11, 12, 13, 14.2, 14.4, 15.1 and 18, shall survive the termination or expiration of this Agreement.

15. Indemnification

15.1. Licensee Indemnification

Licensee shall indemnify, defend and hold harmless Piiano and its affiliates, and its respective officers, directors, employees and agents, from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees directly arising out of any third party claim, action, suit or proceeding arising from Licensee's use of the Products, violation of this Agreement, or violation of any of Piiano's or third party Intellectual Property Rights.

15.2. Procedure

A Party's indemnification obligations pursuant to this Section shall be subject to the Party seeking indemnification (i) notifying the indemnifying Party promptly in writing of such action, (ii) giving the indemnifying Party exclusive control and authority over the defense or settlement of such action, (iii) not entering into any settlement without the indemnifying Party’s prior written consent and (iv) providing all reasonable assistance to the indemnifying Party (at indemnifying Party’s expense). The indemnifying Party will not settle any claim which involves the admission of fault or liability on the indemnified Party’s behalf without the indemnified Party’s prior written consent, which shall not be unreasonably withheld.

15.3. Remedies

If the Products, or parts thereof, becomes, or in Piiano’s reasonable opinion may become, the subject of an infringement claim, Piiano may, at its option, either (i) procure for Licensee the right to continue using such Products, (ii) modify or replace such Products with substantially equivalent non-infringing products, or (iii) if Piiano determines that the foregoing remedies are not reasonably available, terminate this Agreement. Licensee agrees that the foregoing remedies shall be Licensee’s sole remedy and Piiano’s sole liability and obligation for infringement claims under this Agreement.

16. Publicity

Licensee hereby grants Piiano a non-exclusive right and license to use its trademarks, name and logo ("Marks") for purposes of featuring customers in Piiano’s marketing and other promotional materials. Licensee may opt-out by sending email to: legal@piiano.com, with subject line stating the name of the Licensee and email must be received from the applicable official Licensee email address.

17. Export Laws

Licensee agrees to comply fully with all applicable export laws and regulations to ensure that neither the Products nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

18. General Terms

18.1. Governing Law

This Agreement shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within the courts located in Israel. Notwithstanding the above, the Parties acknowledge that unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages and that Piiano shall be entitled to seek specific performance or injunctive relief as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity, in any competent jurisdiction.

18.2. Class Action Waiver

You and Piiano agree that any proceedings to resolve disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Piiano both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Piiano agree otherwise in writing, the arbitrator in any dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.

18.3. Independent Contractor

Piiano undertakes the furnishing of the License and performance of its obligations under this Agreement as an independent contractor. There shall be no employer-employee relationship between Piiano’s employees and Licensee, and/or Licensee’s employees and Piiano.

18.4. Waiver

No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such party.

18.5. No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties. In no event will any third party have any rights in relation to this Agreement or any right to enforce the terms hereof.

18.6. Force Majeure

Piiano shall not be liable for any delays, losses or damages due to causes beyond its reasonable control, including, without limitation, fire, explosion, power irregularities or surges, acts of God, earthquakes, epidemics, pandemics, rains, floods, lightning, labor unrest, strikes, strife or any other cause that was not reasonably foreseeable on the date of signing of this Agreement.

18.7. Assignment

Neither Party may assign any of its rights and/or obligations under this Agreement, except with the other Party’s prior written consent. Notwithstanding the foregoing, Piiano may assign its rights and obligations to any of its Affiliates and/or in the case of a merger or acquisition and/or similar transactions, to a successor company provided that such assignee shall assume all of the assignor’s obligations hereunder.

18.8. Modifications

We reserve the right to modify this Agreement and such updated terms will be made available to Licensee via Piiano's website or otherwise. Such change will be effective immediately and Licensee's continued use of the Products thereafter means that Licensee accepts those changes. Furthermore, Piiano reserves the right to modify, correct, amend, improve, or make any other changes to the Products (or any part thereof) at any time. If a change requires a specific notice pursuant to applicable Law, Piiano will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights. It is your responsibility to keep your email address up to date for any notices that Piiano may send to you from time to time and to regularly review this Agreement.

18.9. Governmental Use

If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Products may be restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Products is a "commercial item", "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Products by the Government shall be governed solely by the terms of this Agreement.

18.10. Severability

If any provision under this Agreement is determined by a court to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted, and the remainder of the Agreement will continue in effect.

18.11. Entire Agreement

The parties have read this Agreement, and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications between them, oral or written, relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.