Terms of Service
Effective Date: June 13, 2025
These Terms of Service ("Terms") are entered into by and between MPL Group, Inc., doing business as MPL Risk ("MPL Risk," "We," "Us," or "Our"), and the entity or individual agreeing to these terms ("Client," "You," or "Your"). These Terms govern Your access to and use of the MPL Risk website, www.mplrisk.ai (the "Site"), and all associated services, software, applications, platforms, and features offered by MPL Risk (collectively, the "Services").
1. Acceptance of Terms
Binding Agreement
By accessing or using the Site or Services, You signify Your agreement to be bound by these Terms and Our Privacy Policy, which is incorporated herein by reference. If You are using the Services on behalf of an organization, You represent and warrant that You have the authority to bind that organization to these Terms, and in such event, "You" and "Your" will refer to that organization. If You do not agree to all provisions of these Terms, You are not authorized to access or use the Site or Services.
Relationship to Master Services Agreement and Order Forms
These Terms govern Your general use of the Site and overarching aspects of the Services. Specific commercial terms, including but not limited to subscription fees, service levels, scope of licensed Services, and payment terms, will be detailed in a separate Master Services Agreement ("MSA") or one or more Order Forms executed between MPL Risk and You. Such MSAs or Order Forms shall supplement these Terms. In the event of any conflict between these Terms and the terms of an MSA or Order Form, the terms of the MSA or Order Form shall prevail with respect to the subject matter of that MSA or Order Form. This tiered approach to agreements is common for enterprise-grade services, allowing for tailored commercial arrangements while maintaining a consistent baseline for service use.
Modifications to Terms
MPL Risk reserves the right to modify or update these Terms at its sole discretion, at any time. We will provide notice of material changes to these Terms, which may include posting a notice on Our Site or sending an email to the address associated with Your account. Your continued access to or use of the Site or Services after such modifications become effective constitutes Your acceptance of the revised Terms. It is Your responsibility to review these Terms periodically for changes.
2. Definitions
For the purposes of these Terms, the following definitions apply:
means the account created by or for Client to access and use the Services.
refers to the proprietary artificial intelligence and machine learning models, algorithms, and related technologies developed, owned, or licensed by MPL Risk and utilized in the provision of the Services, including but not limited to agentic workflow engines and contextualization techniques.
means all data, information, content, and materials, in any form or medium, that is submitted, posted, collected, transmitted, or otherwise provided or made available by or on behalf of Client or an Authorized User through the Services or to MPL Risk in connection with Client's use of the Services. This includes, without limitation, information regarding Client's vendors, vendor contracts, internal policies, and data from Client's internal systems.
has the meaning set forth in Section 8.
means any manuals, instructions, or other documents or materials that MPL Risk provides or makes available to Client in any form or medium and which describe the functionality, components, features, or requirements of the Services or MPL Risk Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
means the Services, AI Models, Documentation, and MPL Risk systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by MPL Risk or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or MPL Risk systems. For the avoidance of doubt, MPL Risk Materials include Aggregated Data and any information, data, or other content derived from MPL Risk's monitoring of Client's access to or use of the Services, but do not include Client Data.
means MPL Risk's proprietary AI-orchestrated software platform, including its AI Models, algorithms, tools, dashboards, and related technologies that comprise the Services.
means the analyses, summaries, risk scores, and other reports generated by the Services based on the processing of Client Data and Third-Party Data.
means the suite of AI-driven vendor diligence, risk management, and compliance monitoring services provided by MPL Risk, including access to the Platform, AI Models, and related support, as further described in Section 3 and any applicable MSA or Order Form.
means data, information, and content sourced from external databases, public records, and other third-party providers (e.g., Dun & Bradstreet, LexisNexis, Office of Foreign Assets Control (OFAC) lists) used by MPL Risk in providing the Services.
means an employee or authorized contractor of Client who is permitted by Client to access and use the Services under Client's Account.
3. Description of MPL Risk Services
Overview
MPL Risk provides an AI-native compliance layer and intelligent orchestration platform designed to automate and enhance enterprise compliance functions, with a primary focus on vendor and third-party risk management. The Services assist Clients in managing vendor compliance, performing dynamic risk assessments, and conducting continuous monitoring across their vendor ecosystem.
Core Functionalities
- AI-Orchestrated Workflows: The Services automate cross-tool interactions and workflows across Client's procurement, legal, finance, and compliance systems, performing tasks such as data collection, risk screening, and automated follow-ups.
- Dynamic Risk Assessments: The Platform conducts tailored diligence based on each vendor's profile, industry, geographic jurisdiction, and specific contractual requirements. Risk scoring methodologies are dynamic and designed to evolve with regulatory changes and shifts in Client policy, moving beyond static templates.
- Continuous Monitoring: The Services enable ongoing monitoring of vendors for changes in their risk posture, including but not limited to, expiring insurance policies, new sanctions or debarments, licensing issues, and shifts in financial health.
- Reporting: The Platform generates detailed, audit-ready diligence reports utilizing data from Client Data, Client's internal systems, and Third-Party Data sources.
Role as an Orchestration Layer
MPL Risk acts as an intelligent orchestration and action layer that integrates with and operates on top of Client's existing enterprise software and databases (e.g., Coupa, SAP Ariba, Workday, NetSuite, Ironclad, JAGGAER). The Services are designed to enhance the value of these existing systems by adding a layer of AI-driven automation and risk intelligence, rather than necessarily requiring their replacement.
Service Limitations and Disclaimers
- No Legal, Financial, or Compliance Advice: Client acknowledges that MPL Risk provides a technology platform and associated tools. The Services are intended to assist Client in its compliance and risk management efforts but do not constitute legal, financial, regulatory, or compliance advice. Client is solely responsible for its own compliance with all applicable laws and regulations and for making its own business, legal, and compliance decisions. MPL Risk is not a law firm or a compliance consultancy.
- Dependence on Data Accuracy: The accuracy, completeness, and effectiveness of the Services are dependent on the accuracy and completeness of Client Data and Third-Party Data. MPL Risk is not responsible for inaccuracies, errors, or omissions in the Services or Reports that arise from or are attributable to inaccuracies, errors, or omissions in Client Data or Third-Party Data.
- AI Capabilities: The AI Models and automated workflows are powerful tools for risk identification and process automation. However, AI is a rapidly evolving field, and its outputs may be probabilistic or require human review and judgment, particularly in complex or high-stakes situations. The Platform may include features such as a "Human-in-the-Loop Dashboard" to facilitate such review. Client retains ultimate responsibility for actions taken or not taken based on information derived from the Services.
4. User Accounts and Client Responsibilities
To access and use the Services, Client must register for an Account. Client agrees to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
5. Data Ownership, Usage, and Security
As between MPL Risk and Client, Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all Client Data, including all Intellectual Property Rights relating thereto, subject to the rights and licenses granted herein.
6. Intellectual Property Rights
All rights, title, and interest in and to the MPL Risk Materials, including but not limited to the Services, Platform, AI Models, software, algorithms, know-how, methodologies, Documentation, Reports, trademarks, service marks, logos, and all other intellectual property created, developed, or provided by MPL Risk, are and will remain the exclusive property of MPL Risk and its licensors.
7. Fees and Payment Terms
The fees, payment terms, subscription tiers, renewal terms, and any other financial conditions applicable to the subscribed Services will be exclusively set forth in the relevant MSA or Order Form executed between MPL Risk and Client.
8. Confidentiality
"Confidential Information" means all non-public information disclosed by one party to the other party, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
9. Term and Termination
These Terms commence on the date Client first accesses or uses the Site or Services and will continue in effect until terminated as set forth herein or as specified in an applicable MSA or Order Form.
10. Disclaimers of Warranties
"AS IS" AND "AS AVAILABLE" BASIS: THE SITE, SERVICES, MPL RISK MATERIALS, AND ANY CONTENT (INCLUDING THIRD-PARTY DATA) ACCESSED OR PROVIDED THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
11. Limitation of Liability
EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MPL RISK OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.
12. Indemnification
Client agrees to defend, indemnify, and hold harmless MPL Risk, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, suits, proceedings, damages, losses, liabilities, judgments, settlements, costs, and expenses.
13. Governing Law and Dispute Resolution
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the internal laws of the State of Delaware, U.S.A.
14. Modifications to the Terms
MPL Risk reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. If a revision is material, as determined in MPL Risk's sole discretion, We will use reasonable efforts to provide at least thirty (30) days' notice prior to any new terms taking effect.
15. Third-Party Services and Integrations
The Services may utilize, integrate with, or display data and information from various third-party sources, including but not limited to commercial data providers and public records. MPL Risk is not responsible for the accuracy, completeness, availability, or content of such Third-Party Data.
16. International Use and Compliance with Laws
The Services are controlled and operated from facilities in the United States. MPL Risk makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws.
17. General Provisions
These Terms constitute the entire agreement between You and MPL Risk regarding the use of the Site and Services, and supersede all prior and contemporaneous written or oral agreements between You and MPL Risk regarding the subject matter hereof.
Last updated: June 13, 2025