Terms and Conditions

These Terms and Conditions (the “Terms”) are a binding agreement between you and MVPGROW INC., a Delaware corporation (“MVPGROW,” “Kollate,” “we,” “us,” or “our”). “Service” means the Kollate websites, applications, integrations, capture tools, APIs, support, and related services that we make available.

By creating an account, accepting an order, clicking to accept these Terms, or using the Service, you agree to these Terms. If you use the Service for an organization, you represent that you can bind that organization, and “you” and “Customer” include that organization. If you do not agree, do not use the Service.

You must be at least 18 years old and old enough to enter a binding contract where you live. You must provide accurate account information, keep credentials secure, and promptly notify security@mvpgrow.comof suspected unauthorized access. You are responsible for activity under your account unless caused by our breach of these Terms.

You may not share personal credentials or use another person's account. An organization may provision, administer, suspend, and remove accounts within its workspace according to its own policies and applicable law.

Kollate helps individuals and teams capture, organize, search, analyze, share, version, and reuse AI prompts and conversations. Capture tools may connect to supported AI coding assistants or other services. Features may change as the Service evolves, and some features may be limited by plan, usage allowance, or technical compatibility.

Unless an order expressly says otherwise, we provide the Service with commercially reasonable availability and do not promise a service-level agreement, uninterrupted operation, or any specific uptime percentage.

Customer decides whether and how to enable conversation capture. Before enabling capture for employees, contractors, or other users, an organization must:

• provide clear notice that capture is enabled and explain administrator access;
• obtain any consent required by employment, privacy, communications, or monitoring law;
• configure capture only for authorized accounts, systems, and business purposes; and
• avoid covert surveillance and the capture of unauthorized third-party data.

Customer is responsible for its instructions to users and for the legality of recording, monitoring, collecting, and sharing Customer Content. Kollate's technical ability to capture information does not make a particular use lawful.

“Customer Content” means prompts, conversation text, project materials, instructions, feedback, and other data submitted to or captured by the Service for Customer. As between the parties, Customer retains all rights it has in Customer Content. These Terms do not transfer ownership of Customer Content to us.

Customer grants us and our contracted service providers a worldwide, non-exclusive, limited license to host, copy, transmit, display, modify, and otherwise process Customer Content only as needed to provide, secure, support, and improve the Service, comply with law, and follow Customer's lawful instructions. Customer represents that it has the rights and permissions needed to provide Customer Content and grant this license.

We do not use identifiable Customer Content to train our own machine-learning models. We may create and use aggregated or deidentified information as described in Section 7.

We may create statistical, aggregated, or deidentified information from operation of the Service and may use, disclose, license, or commercialize it for any lawful purpose, including benchmarking, research, product improvement, and business intelligence, provided that the information cannot reasonably identify or be linked to a person, Customer, or workspace. We will maintain it in deidentified form and will not attempt to reidentify it, except to test whether our deidentification methods are effective.

The Service may contain sensitive information if Customer chooses to submit it. Customer must assess whether the Service is appropriate for that information and use appropriate safeguards, permissions, and lawful bases. The Service is not designed as a system of record for protected health information subject to HIPAA, payment-card data subject to PCI DSS, or education records subject to FERPA. We do not enter into HIPAA business associate agreements through these Terms. Do not use the Service for a regulated workload unless we have expressly agreed in a separate written agreement.

Optional AI analysis features may send selected, redacted Customer Content to OpenAI or another disclosed AI provider. AI output may be incomplete, inaccurate, or unsuitable. Customer must independently review output before relying on it, and must not treat it as legal, medical, financial, employment, or other professional advice.

The Service may interoperate with third-party products. Their terms and privacy practices govern the third-party products themselves. We may use contracted processors for hosting, databases, authentication, AI processing, payments, analytics, communications, security, and support as described in our Privacy Policy and Subprocessor List.

You must not, and must not help others to:

• use the Service or Customer Content unlawfully or infringe another person's rights;
• capture communications without the notices, authority, and consent required by law;
• upload malware, interfere with the Service, bypass security, or probe for vulnerabilities without written permission;
• access another customer's data, impersonate someone, or misrepresent authorization;
• reverse engineer or copy the Service except where applicable law prohibits this restriction;
• resell or provide the Service to third parties unless an order expressly permits it;
• use the Service to facilitate discrimination, harassment, fraud, or other material harm; or
• violate sanctions, export-control rules, or other applicable law.

We may investigate suspected violations and suspend access when reasonably necessary to protect the Service, users, or third parties, comply with law, or prevent material harm.

Paid plans, included usage, seat limits, billing periods, and prices are shown at purchase or in an order. Unless stated otherwise, fees are charged in advance, exclusive of applicable taxes, and payable in the stated currency. Customer authorizes us and our payment processor to charge the selected payment method.

Subscriptions automatically renew for successive periods equal to the initial subscription period unless canceled before the renewal date. Customer may cancel through available account controls or by contacting support@kollate.ai. Cancellation takes effect at the end of the then-current paid period, and access continues until then.

Customer may request a refund within 48 hours after an initial subscription payment or renewal charge. Approved refunds are returned to the original payment method. Outside that window, payments are non-refundable and unused time is not credited, except where mandatory law requires otherwise. We may change pricing prospectively by giving reasonable notice before the change applies to a renewal.

These Terms continue while you use the Service. You may stop using the Service at any time. We may suspend or terminate access for material breach, nonpayment, security risk, unlawful use, or when required by law. When reasonably practicable, we will give notice and an opportunity to cure before termination, but immediate action may be necessary to prevent harm.

We may discontinue the Service or a material feature. For a paid Service discontinued before the end of a prepaid period, we will provide a pro-rata refund for the unused period unless discontinuation results from Customer's breach or a legal requirement.

While a workspace is active, Customer Content may be retained indefinitely unless Customer deletes it using available controls or requests deletion through dpa@mvpgrow.com. When a workspace terminates, Customer may request an export for 30 days. We may delete production copies within 30 days after that export window closes. Backup copies will be isolated from ordinary use and will cycle out within 90 days after production deletion, unless law requires longer retention.

Deletion may not immediately remove deidentified information or records we must retain for security, fraud prevention, tax, accounting, dispute, or legal-compliance purposes. The Privacy Policy and, where applicable, the Data Processing Addendum provide more detail.

We and our licensors own the Service, software, documentation, designs, trademarks, and all related intellectual-property rights. Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable, revocable right to use the Service during the subscription term.

If you give us feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation, provided we do not publicly identify you as its source without permission.

Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and disclose it only to personnel and providers who need it and are bound by confidentiality duties. These duties do not cover information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. Legally compelled disclosure is permitted after notice where lawful.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING. WE DO NOT WARRANT THAT THE SERVICE OR AI OUTPUT WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, OR SUITABLE FOR CUSTOMER'S PARTICULAR PURPOSE.

Nothing in these Terms excludes warranties or consumer rights that cannot lawfully be excluded in your jurisdiction.

To the extent permitted by law, Customer will defend, indemnify, and hold harmless MVPGROW and its officers, directors, employees, and affiliates from third-party claims, damages, penalties, and reasonable costs arising from Customer Content; Customer's unlawful or unauthorized capture, monitoring, or surveillance; infringement of a third party's rights; or Customer's material breach or misuse of the Service. We will give prompt notice and reasonable cooperation, and Customer may control the defense, except it may not settle a claim that admits our fault or imposes obligations on us without our written consent.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

EXCEPT FOR AMOUNTS CUSTOMER OWES, CUSTOMER'S INDEMNITY OBLIGATIONS, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID TO US FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. FOR A FREE USER, THE CAP IS US$100.

The exclusions and caps apply regardless of legal theory and allocate risk between the parties. Some jurisdictions do not allow certain limitations, so they apply only to the extent permitted by law.

Delaware law governs these Terms without regard to conflict-of-law rules. Subject to any mandatory consumer forum rights, the state courts located in Delaware and the United States District Court for the District of Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

We may update these Terms to reflect changes to the Service, law, or our practices. We will post the revised Terms and update the effective date. For material changes, we will provide reasonable advance notice through the Service or by email where practicable. Changes take effect on the stated date. Continued use after that date constitutes acceptance, except where law requires a different form of consent.

Neither party may assign these Terms without the other's consent, except that we may assign them in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver. These Terms, any order, and the DPA form the entire agreement concerning the Service and supersede prior discussions on that subject.

Legal notices to us must be sent to the address or legal email below. Operational notices may be sent to the email associated with your account.