Terms of Use

1. Agreement to These Terms

These Terms of Use (the "Terms") govern your access to and use of Jade (the "Platform" or "Services"), a SaaS event operating platform for event organizers, including registration, housing, sourcing, mobile, exhibitor, lead, onsite, reporting, developer, and related services that link to these Terms. The Services are operated by MCI USA Operating Co. ("MCI," "we," "us," or "our").

By accessing or using the Services, you agree to be bound by these Terms and any policies referenced here, including our Privacy Policy, Acceptable Use Policy, and AI Use & Transparency Policy (collectively, the "Policies"). If you do not agree, do not use or sign up for the Services.

2. Who May Use the Services; Accounts

2.1 Eligibility

You may use the Services only if you form a binding contract with MCI and are not prohibited from using the Services under applicable law. The Services are intended for business and event-related use only.

2.2 User Types

The Services may be used by:

• event organizers and their authorized personnel ("Organizers");
• event attendees ("Attendees");
• exhibitors, sponsors, and vendors ("Exhibitors");
• hotel personnel authorized to access rooming lists ("Hotels");
• authorized MCI personnel; and
• other users authorized by an Organizer (collectively, "Users").

2.3 Accounts and Security

Some features require an account. You agree to:

• provide accurate and current information;
• maintain the confidentiality of your credentials;
• notify us within 72 hours of any unauthorized access; and
• accept responsibility for all activity under your account.

MCI may suspend or terminate accounts as permitted under these Terms.

3. Our Relationship with Organizers; Order of Precedence

If you are an Organizer purchasing or using the Services for an event, you may also be subject to a separate written agreement with MCI (an "Order" or "Master Agreement"). If there is a conflict between these Terms and a written Master Agreement, the Master Agreement controls for Organizers only to the extent of the conflict.

For Attendees and Exhibitors, these Terms and the Policies govern your use unless a separate agreement expressly states otherwise.

4. The Services

The Services may include:

• event registration, products, pricing, discounts, approvals, and credentialing workflows;
• housing, hotel inventory, room-block, rooming-list, and reservation workflows;
• sourcing, supplier RFP, contract, milestone, speaker, survey, exhibitor, lead, mobile app, badge, certificate, support, and onsite workflows;
• reporting, analytics, REST APIs, signed webhooks, and participant-agent integrations; and
• AI-enabled features.

MCI may modify, update, or discontinue the Services (or any portion) at any time. We will use commercially reasonable efforts to provide notice for material changes when practicable.

5. Payments; Fees; Taxes

5.1 Organizer Fees and Event Fees

The Services may support processing of (a) fees payable by Organizers to MCI for use of the Services, and (b) fees payable for event registrations, housing, deposits, or related charges ("Event Fees").

5.2 Payment Processing

Payments are processed through third-party payment processors, including Stripe, and card guarantees may be tokenized through a third-party vault such as Basis Theory where configured (collectively, "Payment Processors"). Payment card data is handled by Payment Processors and is not stored by MCI in full card-number form. Your use of Payment Processors may be subject to their terms and privacy policies.

5.3 Refunds; Chargebacks

Refund policies must be set by an Organizer and displayed during checkout or registration. Unless required by law or a written agreement with an Organizer, MCI is not responsible for an Organizer's refund decisions.

If a chargeback or payment dispute occurs, you agree to cooperate with the applicable Payment Processor and Organizer. MCI may suspend access associated with abusive disputes or fraud indicators.

5.4 Taxes

Fees are exclusive of taxes unless stated otherwise. Organizers are responsible for taxes associated with their events and transactions, except where MCI is legally required to collect and remit.

6. AI Features; Automated Decisions

6.1 AI Functionality

The Services may use artificial intelligence and machine learning techniques ("AI Features") to support tasks such as data validation, data normalization, event setup assistance, customer support, analytics, content generation, recommendations, report drafting, document analysis, and suggested actions.

6.2 Automated Decision-Making

Certain configurations may include automated workflows that affect Users (for example, rule-based approvals, pricing tiers, discounts, recommendations, eligibility routing, or fraud signals). The scope and impact depend on event configuration and applicable workflows. AI Features may supplement those workflows with recommendations, summaries, or drafts, and may be supplemented by human review and override depending on configuration.

6.3 No Training on Customer/Attendee Data

MCI does not use Customer Data or Attendee/Exhibitor personal data to train general-purpose AI models.

6.4 Limitations

AI outputs may be inaccurate, incomplete, or inappropriate for a particular purpose. You are responsible for validating outputs and making your own determinations. AI Features are provided "as is" and are not professional advice.

See our AI Use & Transparency Policy for additional details.

7. Acceptable Use; Prohibited Conduct

You agree to comply with the Acceptable Use Policy and not to:

• violate law or third-party rights;
• interfere with or disrupt the Services;
• attempt to bypass security controls;
• introduce malware or harmful code;
• scrape, crawl, or harvest data except as expressly permitted;
• reverse engineer or attempt to derive source code except where prohibited by law;
• misuse AI Features (including to generate unlawful content or to make high-risk decisions without appropriate safeguards).

MCI may investigate and take action, including suspension or termination.

8. Content and Data

8.1 Definitions

"Customer Data" means data submitted to the Services by or on behalf of an Organizer, including event configuration, registrant data, exhibitor data, and housing data.

"User Content" means content that Users submit, upload, or otherwise provide through the Services, including text, images, and files.

8.2 Ownership

As between MCI and the Organizer, Organizer retains ownership of Customer Data. MCI retains ownership of the Services, including all software, designs, and documentation. No ownership rights are transferred by these Terms.

8.3 License to Operate the Services

You grant MCI a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data and User Content to provide, secure, and improve the Services, including performing support, analytics, and AI-assisted processing consistent with the Policies and any applicable DPA.

8.4 Event Communications

Organizers may use the Services to send transactional and event-related communications. You consent to receive communications related to your account and events (e.g., confirmations, itinerary changes, housing updates). Marketing communications, if any, will provide opt-out mechanisms as required by law.

8.5 SMS Notifications

Organizers may opt in to receive SMS text notifications about their events. Eligibility is limited to active Jade Organizer accounts that have opted in through the Platform by entering a mobile number, confirming ownership through a one-time verification code, and agreeing to receive these messages. Consent to receive SMS messages is not a condition of purchasing or using the Services. Message frequency varies based on account and event activity, and message and data rates may apply. Reply STOP to opt out at any time, or reply HELP for assistance. Carriers are not liable for delayed or undelivered messages. See the Privacy Policy for details about how we handle mobile information.

9. Privacy; Data Processing

Our collection and use of personal information is described in the Privacy Policy. If an Organizer enters into a Data Processing Addendum ("DPA") with MCI, the DPA governs processing of personal data on behalf of that Organizer.

10. Third-Party Services; Integrations

The Services may integrate with third-party services. MCI does not control and is not responsible for third-party services. Your use of third-party services is at your own risk and may be subject to third-party terms.

11. Feedback

If you provide suggestions or feedback, you grant MCI a perpetual, irrevocable, royalty-free right to use and incorporate it without obligation to you.

12. Term; Suspension; Termination

MCI may suspend or terminate access to the Services:

• for violations of these Terms or Policies;
• for security, safety, or legal reasons; or
• as permitted by any applicable Master Agreement.

Upon termination, your right to use the Services ends. Sections that by their nature should survive will survive, including intellectual property, disclaimers, limitations of liability, indemnification, and dispute terms.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, MCI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

MCI DOES NOT WARRANT THE ACCURACY OF AI OUTPUTS OR THAT AI FEATURES WILL PRODUCE ANY PARTICULAR RESULT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• MCI WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL.
• MCI'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID TO MCI FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF NO AMOUNTS WERE PAID, MCI'S TOTAL LIABILITY WILL NOT EXCEED $100.

Some jurisdictions do not allow certain limitations; in that case, the limitation applies to the fullest extent permitted.

15. Indemnification

You agree to defend, indemnify, and hold harmless MCI and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from or related to:

• your use of the Services;
• your violation of these Terms or Policies; or
• your Customer Data or User Content (including event materials and communications).

For Organizers, indemnification obligations may be further detailed in a Master Agreement.

16. Governing Law; Venue

These Terms are governed by the laws of the State of Texas, excluding conflict-of-law rules. You agree that any dispute will be brought exclusively in the state or federal courts located in Texas, and you consent to personal jurisdiction and venue there.

17. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by posting an updated version and updating the "Last Updated" date, and may provide additional notice as required by law. Continued use after changes become effective constitutes acceptance.

18. Contact

Questions about these Terms can be sent to legal@wearemci.com.