IMPLAN INTELLIGENCE: AI CONNECT

1. DEFINITIONS

1.1 “MCP Server” (commercially known as AI Connect) means IMPLAN’s hosted server endpoints and data infrastructure that receive, process, and respond to protocol requests initiated by or through Client’s AI Platform.

1.2 “Client AI Platform” or “AI Platform” means any third-party, customer-hosted, or user-selected artificial intelligence model, environment, host application, or agentic framework (including, without limitation, commercial team tiers, enterprise tiers, or similar paid, business-grade instances of Claude, Gemini, ChatGPT, custom AI orchestration platforms, or similar platforms) configured by Client to communicate with the MCP Server.

1.3 “Hallucination” means AI output that is factually incorrect, fabricated, or unsupported by the input data but presented with apparent confidence. Hallucinations are an inherent risk of generative AI and are not within IMPLAN’s control.

1.4 “Prompt Injection” means any direct or indirect attempt by a user, third party, or data source to manipulate, override, or exploit the instructions, safety boundaries, or tool-execution logic of a Client AI Platform, including any attempt to cause the Client AI Platform to transmit unauthorized, harmful, or malicious commands to the MCP Server.

2. API LICENSE & PLATFORM RULES

To the extent Client accesses or interacts with any IMPLAN API, IMPLAN grants Client a non-exclusive, non-transferable, revocable right during the Term to access such API solely to support Client’s permitted use of the IMPLAN System under the Agreement. Client agrees that (i) API access is subject to usage quotas, rate limits, and throttling controls established by IMPLAN; (ii) Client shall maintain the security and confidentiality of all API keys, tokens, and authentication credentials; and (iii) Client shall not use the APIs to scrape data, build competing applications, or bypass security features.

3. INTEGRATION OF MODEL CONTEXT PROTOCOL (MCP) ENDPOINTS

IMPLAN makes available certain protocol endpoints (“MCP Server”) that act as an interface mapping to IMPLAN’s APIs, allowing Client AI Platforms to execute read and write requests. All requests, transactions, or commands transmitted through an MCP Server shall be governed by the API rules set forth in this Addendum and the Agreement.

4. MCP SERVER SCOPE & USER MAPPING

. The MCP Server functions solely as an agentic interface layer. The MCP Service will expose
and execute operations strictly within the scope, regions, data sets, and module permissions of the underlying IMPLAN Subscription procured by Client. The MCP Service shall not expand, grant, or unlock access to regions, industries, data libraries, or impact capabilities not explicitly licensed under Client’s primary subscription order.

4.1 Authorized User Mapping. Access to the MCP Server is on a per-Authorized User basis. Each Authorized User under Client’s Subscription must map to an individual user seat on Client’s AI Platform. Client shall not deploy organizational AI agents, shared proxies, or service accounts that allow non-Authorized Users to access the MCP Server or IMPLAN Materials.

5. CLIENT AI PLATFORM RESPONSIBILITY

Client acknowledges that connection to the MCP Server requires Client to supply, license, and configure its own third-party artificial intelligence models, applications, or host environments (Client AI Platforms). IMPLAN does not provide, endorse, control, or guarantee any third-party Client AI Platform. IMPLAN is not responsible for the performance, accuracy, downtime, or security of Client’s chosen AI Platforms.

6. PERMITTED AI PLATFORMS & CLIENT WARRANTY

6.1 Authorized Tiers. Client shall not connect, link, or route the MCP Server to consumer-grade, free, public, or unauthenticated AI Platform accounts, including, without limitation, non-enterprise or non-team tiers of ChatGPT, Gemini, or similar consumer tools. Client shall route all MCP Server interactions strictly through commercial team tiers, enterprise tiers, or similar paid, business-grade instances of AI Platforms.

6.2 Client Warranty. Regardless of the specific AI Platform or tier selected by Client, Client warrants that its designated AI Platform is contractually bound or technically configured to ensure that:

(i) Zero Data Retention: Client inputs, prompts, and IMPLAN Materials are not retained beyond the immediate operational session; and
(ii) Prohibition on Model Training: The AI Platform complies strictly with the Prohibition on Model Training as set forth in Section 7.

6.3 Allocation of Risk & Responsibility. Client acknowledges that IMPLAN does not monitor, audit, or control third-party AI Platform terms, or subscription tiers. Client assumes sole operational and legal responsibility for verifying that the Client AI Platform complies with the warranties set forth in Section 6. IMPLAN shall have no liability for data exposure, retention, or training utilization resulting from Client’s selection, configuration, or misuse of the Client AI Platform, and Client shall indemnify IMPLAN as set forth in Section 11.

7. NO MODEL TRAINING

Client represents and warrants that no MCP endpoint, API output, data, schema, prompt context, or
IMPLAN Materials retrieved via the MCP Server shall be transmitted to, ingested by, or used by any AI Platform or third party to train, fine-tune, retrain, or improve foundation or commercial artificial intelligence models.

8. AI INTERPRETATION & SECURITY DISCLAIMER

Client assumes sole responsibility for configuring, monitoring, and securing its Client AI Platform. Client is solely responsible for ensuring that its Client AI Platform properly formats parameters, executes tools, and accurately interprets, displays, or summarizes the raw economic results returned by the MCP Service. IMPLAN makes no representation or warranty that any third-party AI model will reason correctly, avoid Hallucinations, synthesize IMPLAN Materials accurately, or resist Prompt Injection attacks or adversarial inputs. IMPLAN shall have no liability for any unauthorized API calls,
malformed data mutations, or corrupted IMPLAN Materials caused by Hallucinations, Prompt Injections, or security failures originating within the Client AI Platform. Client acknowledges that economic impact calculations depend entirely on the parameters, industry codes, dollar values, and regional selections provided by Client or interpreted by Client’s AI Platform.

9. THIRD-PARTY AI TERMS

No terms, conditions, disclaimers, or limitations of liability contained in any agreement between Client and any third-party AI provider shall limit, diminish, or alter Client’s obligations, warranties, or liability to IMPLAN under this Addendum. The terms of service, acceptable use policies, indemnification commitments, limitations of liability, content restrictions, and data-handling commitments of the Client AI Platform flow between Client and AI Platform, not through IMPLAN.
IMPLAN makes no representations regarding AI Platform Terms. Client is responsible for vetting each Client AI Platform’s terms before configuring the AI Platform for use with the IMPLAN System and for ensuring those terms align with Client’s data-handling requirements.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, IMPLAN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND CONTRACTORS SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, DATA, OR GENERATED AI OUTPUT, ARISING OUT OF OR RELATED TO CLIENT’S USE OF THE MCP SERVER, REGARDLESS OF WHETHER IMPLAN WAS ADVISED OF THE POTENTIAL FOR SUCH DAMAGES. IMPLAN’S CUMULATIVE, AGGREGATE LIABILITY FOR ALL DIRECT CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THIS ADDENDUM, THE MCP SERVER, OR CLIENT AI PLATFORMS SHALL NOT EXCEED THE AMOUNT CHARGED TO CLIENT FOR THE USE OF THE MCP SERVER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless IMPLAN and its affiliates from any claims, losses, or liabilities(including any reasonable attorneys’ fees, court costs, and expenses of litigation) arising out of: (i) Client’s use of the MCP Server in breach of this Addendum or the Terms; (ii) Client’s violation of any third party’s rights or applicable AI Platform terms; (iii) prompts, content, or instructions Client submits to the MCP Server that cause harm; or (iv) any action or operations executed by Client AI Platform that result in damage to IMPLAN or any third party.

12. MCP SERVER UPTIME

IMPLAN will exercise commercially reasonable efforts to maintain the availability and responsiveness of the MCP Server. IMPLAN makes no guarantees of uptime, latency, or data availability, and standard Service Levels set forth in the Terms do not apply to the MCP Server. IMPLAN may modify, suspend, or discontinue the MCP Server (in whole or in part) at any time without notice. In the event that IMPLAN permanently discontinues the MCP Server during an active Subscription for reasons other than Client’s breach, IMPLAN shall provide Client with written notice and a pro-rata refund of any prepaid, unused fees.

13. AI PLATFORM & THIRD-PARTY EXCLUSION

IMPLAN explicitly disclaims all responsibility and liability for downtime, latency, service
interruptions, token limits, or outages originating from third-party Client AI Platforms. Failures or delays occurring within the thirdparty Client AI Platform environment shall not constitute a breach of this Addendum or the Agreement.

14. DISCLAIMER OF WARRANTIES

THE MCP SERVER AND RELATED INTEGRATION ENDPOINTS ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, IMPLAN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. IMPLAN DOES NOT WARRANT THAT THE MCP SERVER WILL OPERATE UNINTERRUPTED, TIMELY, SECURELY, OR FREE OF ERRORS OR SYSTEM DEFECTS.

15. TERMINATION

15.1 Effective Date & Applicable Terms. This Addendum is effective as of the date that Client signs Client’s Order Form (“Effective Date”) and runs co-terminally with the applicable Subscription. Execution of the Order Form binds Client to this Addendum alongside:

(i) IMPLAN’s applicable Terms and Conditions (for new Clients); or
(ii) Client’s active applicable Agreement (for existing Clients), without invalidating prior terms.

15.2 Termination & Suspension. Access to the MCP Server automatically terminates upon expiration or termination of Client’s underlying Subscription. IMPLAN may terminate or immediately suspend access without prior notice for breach of this Addendum, security threats, Prompt Injection attacks, or unauthorized account sharing.