MCP Terms and Conditions
These MCP Terms and Conditions (the “Terms”), by and between Persado Inc., a Delaware corporation, and its Affiliates (“Persado”), and the legal entity accessing the Services (“Customer” or “you”), constitutes a binding agreement that governs the enabling and use of the Persado Model Context Protocol connector and related content scoring, generation and optimization services (the “MCP Connector” or “Services”). Persado and Customer are each sometimes referred to herein as a “party” and collectively as “parties.”
In the event there is an existing master services agreement or other similar agreement between Customer and Persado (the “Agreement”) and/or an Order Form, these Terms shall supplement such Agreement and Order Form and prevail over them only on matters specific to the MCP Connector. For anything not governed herein, the terms in such Agreement or Order Form shall apply. Capitalized terms not defined herein have the meanings given in the Agreement or Order Form.
BY ACCEPTING THE TERMS OR ACCESSING OR USING THE SERVICES OR MCP CONNECTOR, CUSTOMER AGREES TO THE TERMS HEREIN AND SUCH TERMS SHALL GOVERN CUSTOMER’S USE OF THE MCP CONNECTOR. IF YOU ARE ENTERING INTO THE TERMS ON BEHALF OF CUSTOMER, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS, ARE OF LEGAL AGE TO FORM A BINDING CONTRACT AND HAVE READ AND AGREE WITH THE PROVISIONS UNDER THESE TERMS. IF ONE OR MORE OF THE FOREGOING DO NOT APPLY TO YOU, THEN YOU MUST NOT ACCEPT THE TERMS AND MAY NOT ACCESS OR USE THE SERVICES.
1. Access and Scope.
1.1 Scope and License.
Subject to Customer’s compliance with these Terms, Persado grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Term (as defined below) to access and use the MCP Connector: (a) solely for Customer’s internal evaluation and testing purposes; (b) in accordance with any documentation and any applicable usage guidelines issued by Persado from time to time; and (c) within the scope of access rights assigned to any authorized user of the Services. All rights not expressly granted are reserved by Persado. Customer’s access to and use of the MCP Connector shall be limited by the tool call limits (including content scoring, generation or optimization tool calls), technical constraints and other usage or feature limits specified for Customer's applicable subscription package. Any use of the MCP Connector on a trial basis shall also be governed by these Terms.
1.2 MCP Functionality.
Customer acknowledges that the MCP Connector functions as an interface enabling Model Context Protocol communications between Customer’s artificial intelligence models, client applications, host environments, local applications, or databases (each, a “Third-Party AI Environment”) and Persado’s API, data repositories, or external services, pursuant to Customer’s instructions.
1.3 Modifications.
Persado reserves the right, in its sole discretion and without prior notice, to modify, update, limit, suspend, or discontinue any aspect of the MCP Connector or access at any time, including the right to add, change or remove Third-Party AI Environments available for connection from time to time. Additionally, Persado may update these Terms as the MCP Connector evolves. Material changes will be reflected as of the effective date at the top of this page. Continued use of the MCP connector after changes take effect constitutes acceptance.
2. User Restrictions & Responsibilities.
Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying algorithms, or architecture of the MCP Connector; (b) modify, adapt, translate, or create derivative works based upon the MCP Connector; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, or time-share the MCP Connector or make it available to any third party; (d) use the MCP Connector in a production environment or to process live, sensitive, or regulated operational data unless explicitly authorized in writing by Persado; (e) bypass, disable, or circumvent any rate limits, authentication protocols, security mechanisms, or access controls enforced by the MCP Connector; (f) use the MCP Connector to transmit malware, viruses, malicious prompts, prompt injections, or unauthorized automated payloads; (g) use the MCP Connector in connection with any unlawful, infringing, defamatory, harmful, or misleading activity, including any activity that violates the terms of service of any other third-party platform whose content or information is returned through Persado; (h) use the Services, the MCP Connector, or any outputs, data, or tool responses derived therefrom: (1) to train, fine-tune, distill, evaluate, or improve any machine learning models, artificial intelligence systems, or large language models; (2) for long-term or programmatic storage, indexing, or caching; or (3) to design, develop, test, or create any product, solution, service, model, or application that competes with, or is capable of substituting for or replacing, Persado’s Services; or (i) use the MCP Connector in any other manner that violates any applicable laws or for any other purpose not expressly authorized hereunder. Persado may throttle, or suspend access to, the Services, immediately and without notice, where: (a) necessary for security or to protect the integrity or performance of the Services; (b) necessary to prevent misuse or to address a breach of these MCP Terms; or (c) Customer fails to pay the applicable Fees when due.
3. Proprietary Rights and Feedback.
As between Persado and Customer, Persado retains all right, title, and interest, including all intellectual property rights, in and to the MCP Connector, Persado APIs, documentation, and any underlying technology, updates, modifications, or improvements thereto. No rights or licenses are granted to Customer except as expressly set forth in Section 1. If Customer provides Persado with any suggestions, feedback, or feature requests regarding the Services, Customer hereby grants to Persado a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit such feedback for any purpose, including but not limited to developing, providing, improving, and commercializing the Services and Persado's business, without any compensation or credit to Customer.
4. Fees; Taxes.
4.1 Fees.
Access to the Services may be offered on a free trial basis or a paid subscription basis, as specified in an applicable order interface. Customer shall pay all applicable subscription fees (“Fees”) specified within such order interface. All Fees are prepaid, non-refundable and non-creditable. Paid subscriptions are billed in advance on a reoccurring monthly basis (“Billing Cycle”) until these Terms are terminated in accordance with Section 5.1. Customer is responsible for providing complete and accurate billing and credit card information.
4.2 Taxes.
The amounts to be paid as Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to, value-added sales, use or withholding tax (collectively “Taxes”). Neither party is liable for any Taxes that the other party is legally obligated to pay which are incurred or arise in connection with or related to the Services under this Agreement, provided that Customer will pay to Persado any Taxes that are owed by Customer solely as a result of entering into this Agreement and which are legally required to be collected from Customer by Persado. Customer may provide to Persado a valid exemption certificate in which case Persado will not collect the Taxes covered by such certificate. Except as set forth herein, each party will be responsible for its own costs incurred with this Agreement.
5. Term and Termination.
5.1 Term; Termination.
The term begins on the date Customer accepts these Terms or is granted access to the Services, whichever is earlier, and shall continue on a month-to-month basis unless earlier terminated in accordance with these Terms (the “Term”). If granted a trial period, access is limited to the period specified at sign-up. Paid subscriptions will automatically renew for successive one (1)-month periods unless Customer cancels the subscription prior to the end of the then-current Billing Cycle. In the event of any termination or expiration of the Agreement, these Terms and Customer’s right to access or use the MCP Connector shall automatically terminate.
5.2 Effect of Termination.
Upon expiration or termination of the Term, (a) Customer’s right to access and use the MCP Connector immediately ceases; (b) Persado may immediately terminate, revoke, or delete all active API tokens, client keys, server connections, or endpoints associated with Customer’s account and (c) Customer must immediately remove and disconnect all MCP Connector configurations, client definitions, and dependencies from its Third-Party AI Environment.
5.3 Survival.
Sections 3, 5 and 6-10 will survive any termination or expiration of the Terms.
6. Data Security and Disclaimers.
6.1 Input Data and Confidentiality.
a) Customer acknowledges that the MCP Connector may execute tools, expose context, and facilitate automated data exchange between Customer’s Third-Party AI Environments, host applications, and Persado’s services. In using the MCP Connector, Customer’s Third-Party AI Environment may transmit data, files, databases, queries, prompts, contextual payloads, and metadata to Persado (collectively, “Customer Data”), which includes all “Input Data,” which means the raw content, data, files, prompts or content performance metrics (e.g., click rates and open rates) that are exposed to or processed through the MCP Connector by Customer.
b) Customer retains all ownership rights in Customer Data. Customer grants Persado a non-exclusive, worldwide, royalty-free license to host, transmit, process, and display Customer Data to provide, maintain, optimize and secure the Services during the Term. Customer expressly grants Persado a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to collect, analyze, process, use, and incorporate Customer Data, prompts, queries, tool inputs, and generated outputs (in aggregated and de-identified form) to train, fine-tune, evaluate, optimize, test, and improve Persado’s Services.
c) Customer is solely responsible for: (i) determining what Customer Data is exposed to or processed through the MCP Connector; (ii) ensuring that no highly sensitive, strictly regulated, or unauthorized confidential third-party information is transmitted through the MCP Connector; (iii) verifying the security, accuracy, safety, and permissions of the tools, prompts, context windows, and database resources exposed or connected via the MCP Connector within Customer's Third-Party AI Environment; and (iv) maintaining the confidentiality of all access credentials and client identifiers issued by Persado, remaining solely liable for all activity occurring under its credentials. Persado shall have no liability or accountability for any accidental disclosure, leak, or transmission of Customer’s confidential information resulting from Customer’s configuration of its Third-Party AI Environment, improper permission settings on Customer’s local resources, or prompt injections originating within Customer’s Third-Party AI Environment.
d) Customer may provide Persado with account registration information for its authorized users, including contact names, business email addresses, company name, billing information and login credentials (“Account Data”). Persado may collect, store, and use Account Data to create and administer Customer’s account and provide access to the Services. Account Data and any associated personal information are processed in accordance with Persado’s Privacy Policy located at https://www.persado.com/legal/privacy-policy.
6.2 Third-Party AI Environments and Disclaimer.
Customer acknowledges the Third-Party AI Environments that Customer connects to the MCP Connector are operated by third parties and are governed by their own terms of service and privacy policies. Once Customer’s Input Data is transmitted to a Third-Party AI Environment on Customer’s instruction, it is processed by the Third-Party AI Environment provider pursuant to the agreement Customer has with such provider and the Customer’s configuration. Persado is not responsible for: (i) the collection, use, storage, retention, security, availability, uptime, or behavior of any Third-Party AI Environment; (ii) how the provider of a Third-Party AI Environment stores, processes, or shares Customer Data returned by or transmitted through the MCP Connector; (iii) any actions taken by a Third-Party AI Environment based on tool responses; or (iv) any loss, liability, or harm arising from Customer’s use of or reliance on Third-Party AI Environments.
6.3 AI Disclaimer.
Customer acknowledges and agrees that: (a) the Services utilize artificial intelligence and machine learning technologies to generate content recommendations and variants; (b) all AI-generated outputs, including but not limited to content variants, subject lines, and calls to action, are recommendations only and require human review, editing, and approval by Customer before deployment or use; (c) Customer is solely responsible for reviewing, approving, and deploying all content generated through the Services; and (d) Customer is solely responsible for ensuring that all deployed content complies with applicable Laws, regulations, and Customer's own policies.
7. Disclaimer of Warranties.
THE SERVICES HEREUNDER ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PERSADO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PERSADO MAKES NO WARRANTY OR UNDERTAKING THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY SPECIFIC AI MODEL, HOST ENVIRONMENT, OR CLIENT APPLICATION, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR BE COMPLETELY SECURE.
8. Indemnification.
Customer agrees to indemnify, defend, and hold harmless Persado from any third-party claim, loss, or liability (including reasonable legal fees) arising out of: (a) Customer’s use of the Services hereunder in violation of these Terms or the Agreement; (b) Customer’s violation of any third party's rights (including intellectual property, privacy or platform-terms rights); (c) content or instructions submitted by Customer to the MCP Connector that cause harm to others; (d) any waiver of privilege or breach of confidentiality obligations arising from Customer’s submittance of data to the MCP Connector; or (e) any action taken by an Third-Party AI Environment you authorized that results in damages to Persado or any third party.
9. Limitation of Liability.
EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION) OR THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF EITHER PARTY, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ITS RESPECTIVE THIRD PARTY PARTNERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFIT, REVENUE, BUSINESS OR DATA) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE TERMS, EVEN IF SUCH PARTY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR THE SERVICES PROVIDED HEREUNDER (INCLUDING ANY ACTUAL OR ALLEGED BREACH OF THE TERMS), WILL NOT EXCEED THE AGGREGATE TOTAL FEES PAID BY CUSTOMER TO PERSADO DURING THE TWELVE (12) MONTH PERIOD PRECCEDING THE DATE ON WHICH THE CLAIM ARISES.
10. Miscellaneous Terms.
10.1 Relationship of the Parties.
Each party is an independent contractor to the other and has no authority to act on behalf of or bind the other, and nothing in the Terms creates any other relationship between the parties. All rights and remedies under the Terms are cumulative. Customer represents that it has: (a) independently reviewed the Terms and (b) not relied on any warranty or guarantee not expressly stated in the Terms.
10.2 Jurisdiction and Governing Law.
The laws of the State of New York govern the Terms without giving effect to any New York conflict of laws principles. The parties consent to the exclusive jurisdiction and venue in the federal and state courts located in the Borough of Manhattan, City of New York. The prevailing party is entitled to recover its costs, including reasonable attorneys’ fees, in any action or suit sought to enforce or to interpret the Terms.
10.3 Waiver & Severability.
A party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy. If a court of competent jurisdiction finds any provision of the Terms unenforceable, that provision will be fully enforced to effect the parties’ intent and all other terms will continue in full force.
10.4 Entire Agreement.
The Terms, together with the Agreement and any order form entered into under the Agreement, constitute the entire agreement between the parties regarding its subject matter and shall supersede and replace all prior agreements, communications and representations between the parties regarding the subject matter contained herein.
