Last updated: March 2026
Effective Date: March 5, 2026 | Version 1.0
Summary: These terms govern your use of Global Materials Intelligence's supply chain verification platform. By using our services, you agree to these terms. If you are entering into this agreement on behalf of an organization, you represent that you have authority to bind that organization.
“Agreement” means these Terms of Service together with any Order Form, Data Processing Agreement, or Service Level Agreement executed between the parties. “Customer,” “you,” or “your” means the entity or individual agreeing to these terms. “GMI,” “we,” or “our” means Global Materials Intelligence, Inc., a Delaware corporation. “Platform” or “Service” means the GMI web-based application, APIs, documentation, and related technology made available under this Agreement. “Customer Data” means all data, content, and materials uploaded, submitted, or transmitted by Customer to the Platform. “Usage Data” means anonymized, aggregated data derived from Customer's use of the Platform that does not identify Customer or any individual.
GMI provides a SaaS-delivered supply chain intelligence platform offering physics-constrained verification technology for critical minerals compliance. The Platform validates reported material transformations against stoichiometric, thermodynamic, and chemistry-based constraints, provides Evidence Quality Scoring, and supports compliance workflows for regulations including the EU Battery Regulation (2023/1542) and the Uyghur Forced Labor Prevention Act (UFLPA).
Access to the Platform is provided via web browser and API pursuant to the subscription tier selected by Customer. GMI may update, modify, or enhance the Platform from time to time. Material changes to functionality will be communicated with reasonable advance notice.
Customer shall provide accurate, complete registration information and maintain the confidentiality of account credentials. Customer is responsible for all activity under its account. Customer shall notify GMI immediately upon discovering any unauthorized use. GMI reserves the right to suspend access upon reasonable belief of unauthorized use or security breach.
Fees are set forth in the applicable Order Form or subscription selection. All fees are quoted in U.S. dollars, non-refundable except as expressly stated herein, and payable in advance. Subscriptions automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. GMI may adjust fees upon renewal with at least sixty (60) days' prior written notice. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Customer shall not:
GMI's IP. GMI retains all right, title, and interest in and to the Platform, including all modifications, improvements, and derivative works, and all associated patents, copyrights, trade secrets, and other intellectual property rights. Nothing in this Agreement transfers ownership of any GMI intellectual property to Customer.
License Grant. Subject to the terms of this Agreement, GMI grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the subscription term solely for Customer's internal business purposes.
Feedback. If Customer provides suggestions, feature requests, or other feedback regarding the Platform, Customer grants GMI a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into the Platform without obligation.
Ownership. Customer retains all right, title, and interest in Customer Data. GMI acquires no ownership rights in Customer Data.
License to Process. Customer grants GMI a limited, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to provide the Platform and related support services. This license terminates upon expiration or termination of the Agreement, subject to the data retrieval period described in Section 15.
Usage Data & Aggregated Data. GMI may collect and analyze Usage Data for purposes of operating, improving, and benchmarking the Platform. GMI may use aggregated, de-identified data that does not identify Customer or any individual for product improvement, research, and industry benchmarking. GMI shall use commercially reasonable efforts to ensure de-identification. GMI may use such aggregated, de-identified data for training and improving machine learning models incorporated into the Platform.
Data Security. GMI shall implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction, consistent with industry-standard practices for SaaS platforms processing supply chain data.
Each party (“Receiving Party”) shall protect the other party's (“Disclosing Party”) Confidential Information using the same standard of care it applies to its own confidential information, but in no event less than a reasonable standard of care. Confidential Information shall not be disclosed to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.
Exceptions. Confidentiality obligations do not apply to information that: (a) was already known to the Receiving Party without restriction; (b) becomes publicly available without fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) and reasonable cooperation to seek a protective order.
Survival. Confidentiality obligations under this section survive for five (5) years following expiration or termination of this Agreement. For information constituting trade secrets under applicable law, confidentiality obligations survive for as long as such information qualifies as a trade secret.
Important: The following disclaimers apply to all regulatory compliance features of the Platform. Please read them carefully.
No Guarantee of Compliance. The Platform is designed to assist Customer in meeting regulatory compliance obligations. The Platform does not constitute legal, regulatory, or professional advice and does not guarantee compliance with any law, regulation, or standard, including but not limited to the EU Battery Regulation (2023/1542), the Uyghur Forced Labor Prevention Act (UFLPA), the Corporate Sustainability Due Diligence Directive (CSDDD), the EU Forced Labour Regulation, the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), or any other applicable law or regulation.
UFLPA Enforcement. The Platform may provide supply chain verification intelligence relevant to UFLPA compliance. Customer acknowledges that: (a) GMI does not guarantee that goods will clear U.S. Customs and Border Protection review; (b) Platform outputs do not constitute certification that any supply chain is free of forced labor; (c) the Platform relies in part on Customer-provided and third-party data sources whose completeness, accuracy, and timeliness GMI cannot independently warrant; and (d) Customer is solely responsible for determining and ensuring its own compliance with UFLPA and all applicable trade regulations.
EU Battery Passport. The Platform may generate data and reports relevant to EU Battery Passport requirements. The economic operator placing a battery on the EU market — not GMI — bears sole responsibility for the accuracy and completeness of battery passport data. GMI does not warrant that data generated through the Platform will satisfy regulatory requirements of any EU member state authority.
Verification Limitations. Physics-constrained verification validates whether reported material transformations fall within physically achievable parameters. It does not constitute independent physical inspection, laboratory testing, or on-site auditing of facilities, supply chains, or materials. Evidence Quality Scores reflect data source reliability assessments and are not certifications.
Notice: This section creates binding obligations regarding U.S. export control and sanctions laws. Violation may result in immediate termination and potential legal consequences.
Customer Representations. Customer represents and warrants that: (a) it is not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (b) it is not designated on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals (SDN) List, the BIS Entity List, the BIS Denied Persons List, or the UFLPA Entity List; and (c) it will comply with all applicable export control laws, including the EAR and ITAR.
ITAR Prohibition. Customer shall not upload, transmit, store, or process any data classified under the International Traffic in Arms Regulations (ITAR, 22 CFR Parts 120–130) or designated on the United States Munitions List (USML) to the Platform, unless GMI has established ITAR-compliant infrastructure and the parties have executed a separate written agreement governing ITAR data handling.
Geographic Restrictions. GMI reserves the right to implement geographic access restrictions (including GeoIP blocking) and to refuse or terminate service to any user or region as necessary to comply with applicable sanctions, export controls, or other legal requirements, without liability to Customer.
Immediate Termination. GMI may terminate this Agreement immediately and without liability if continued provision of the Platform would, in GMI's reasonable determination, violate any applicable export control law, sanctions regulation, or other legal requirement.
Customer Data is processed and stored in the United States unless otherwise specified in the applicable Order Form. Where GMI offers configurable data residency (e.g., U.S. region for defense-related data, EU region for Battery Passport and GDPR-subject data), Customer may select its preferred region at the time of onboarding.
Where Customer Data is transferred from the European Economic Area, United Kingdom, or Switzerland to the United States, such transfers shall be governed by the EU-U.S. Data Privacy Framework, Standard Contractual Clauses (as specified in the applicable Data Processing Agreement), or other lawful transfer mechanisms under applicable data protection law.
GMI acknowledges that the U.S. CLOUD Act may enable U.S. authorities to compel disclosure of data regardless of storage location. Where this creates tension with applicable data protection requirements (including GDPR Article 48), GMI shall notify Customer promptly (to the extent legally permitted) and cooperate with Customer in seeking appropriate legal remedies.
GMI targets 99.5% monthly uptime for the Platform, measured as the total minutes in a calendar month minus unplanned downtime, divided by total minutes in the month. Scheduled maintenance (performed with at least 48 hours' advance notice) is excluded from uptime calculations.
Service Credits. If monthly uptime falls below 99.5%, Customer may request service credits: 10% of monthly fees for uptime between 99.0% and 99.5%; 25% for uptime between 95.0% and 99.0%; and 50% for uptime below 95.0%. Service credits are capped at 100% of the applicable monthly fees and constitute Customer's sole and exclusive remedy for SLA failures.
Exclusions. SLA commitments do not apply to: scheduled maintenance; force majeure events; internet backbone or DNS failures outside GMI's control; Customer-caused outages; or third-party service failures (cloud hosting provider outages, data source API unavailability).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE OBLIGATIONS SET FORTH IN THE SUPER CAP EXCEPTIONS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
Super Cap Exceptions. For breaches of confidentiality obligations (Section 8) and data security obligations (Section 7), each party's total aggregate liability shall not exceed two times (2×) the fees paid or payable in the twelve (12) months preceding the event.
Uncapped Obligations. The limitations in this section do not apply to: (a) GMI's IP infringement indemnification obligations; (b) Customer's payment obligations; (c) either party's willful misconduct or fraud; or (d) either party's breach of export control or sanctions obligations.
GMI's Indemnification. GMI shall defend, indemnify, and hold harmless Customer from third-party claims alleging that Customer's authorized use of the Platform infringes a third party's U.S. patent, copyright, trademark, or trade secret rights. If the Platform becomes or is likely to become the subject of an infringement claim, GMI may, at its option: (a) procure the right for Customer to continue using the Platform; (b) modify the Platform to make it non-infringing without material reduction in functionality; or (c) terminate the affected subscription and refund any prepaid fees for the unused portion of the term.
Exclusions. GMI's indemnification obligations do not apply to claims arising from: (a) Customer's modification of the Platform; (b) combination of the Platform with products, services, or data not provided by GMI; (c) use of the Platform contrary to the documentation or this Agreement; or (d) Customer Data.
Customer's Indemnification. Customer shall defend, indemnify, and hold harmless GMI from third-party claims arising from: (a) Customer Data, including claims that Customer Data infringes third-party rights; (b) Customer's breach of the Acceptable Use provisions; (c) Customer's violation of applicable law; or (d) Customer's breach of export control or sanctions representations.
Procedure. The indemnified party shall provide prompt written notice of the claim, grant the indemnifying party sole control of the defense, and provide reasonable cooperation. The indemnified party may participate in the defense at its own expense.
Termination for Breach. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches the Agreement and fails to cure such breach within the thirty-day notice period.
Immediate Termination. Either party may terminate immediately upon written notice if the other party: (a) becomes insolvent or files for bankruptcy; (b) makes an unauthorized disclosure of Confidential Information; or (c) violates export control or sanctions obligations.
Data Retrieval. Following termination or expiration, Customer shall have thirty (30) days to retrieve Customer Data via API export in CSV, JSON, or XML format. After the retrieval period, GMI shall permanently delete all Customer Data from its systems and, upon written request, provide written certification of deletion. Aggregated, de-identified data that does not identify Customer may be retained in accordance with Section 7.
Survival. Sections 6 (Intellectual Property), 7 (Customer Data — ownership provisions), 8 (Confidentiality), 9 (Compliance Disclaimers), 10 (Export Controls), 13 (Limitation of Liability), 14 (Indemnification), and 16 (Governing Law) survive termination or expiration of this Agreement.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for resolution of any disputes arising under this Agreement.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
Entire Agreement. This Agreement, together with all Order Forms, DPAs, and SLAs incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations.
Amendments. GMI may update these Terms from time to time. Material changes will be communicated with at least thirty (30) days' advance notice. Continued use of the Platform after the effective date of changes constitutes acceptance. For enterprise customers with executed Order Forms, amendments require mutual written consent.
Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by these terms.
Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labor disputes, internet backbone failures, and sanctions or export control restrictions imposed after the effective date of this Agreement.
Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
Waiver. No failure or delay in exercising any right shall constitute a waiver of that right.
Government End Users. The Platform is a “commercial item” as defined in FAR 2.101 and constitutes “commercial computer software” and “commercial computer software documentation” as defined in DFARS 252.227-7014(a)(1). Use by U.S. Government end users is subject solely to the terms of this Agreement, consistent with FAR 12.212 and DFARS 227.7202.
Notices. All legal notices shall be in writing and sent to the address specified in the applicable Order Form, or for GMI, to legal@globalmaterialsintelligence.com. Notices are effective upon receipt.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” GMI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. GMI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
For questions about these Terms of Service, contact legal@globalmaterialsintelligence.com
Global Materials Intelligence, Inc. | Delaware C-Corp | © 2026