Version: 2026-08-25
Provider: Mithra Corporation (“Mithra”) • Contact: [email protected]
Canonical URL: https://legal.mithraai.com/terms.html
These Mithra Software as a Service Terms (“Terms”) govern each Order Form between Mithra and the entity identified as the subscriber in that Order Form (“Subscriber”) that references or incorporates these Terms. By executing or electronically accepting an Order Form that references these Terms, Subscriber agrees to be bound by these Terms. These Terms, each applicable Order Form, any mutually executed data processing addendum (“DPA”), and any other addenda expressly incorporated into or executed in connection with either of them collectively constitute the “Agreement.” Mithra and Subscriber are each a “Party” and together the “Parties.” Capitalized terms not defined in context in the Agreement have the meaning given in Section 1 below.
1.1. “Authorized Users” means any employees or contractors of Subscriber which are permitted by Subscriber to use the Platform.
1.2. “Documentation” means any documentation provided or made available by Mithra to Subscriber under this Agreement concerning use of the Platform.
1.3. “Mithra Technology” means, individually or collectively, the Platform, the Documentation, and any other software, technology, or data provided by Mithra to Subscriber, including any Updates to these items.
1.4. “Order Form” means an ordering document between Mithra and Subscriber that expressly references or incorporates these Terms.
1.5. “Platform” means Mithra’s proprietary platform, as described in the Order Form.
1.6. “Subscriber Data” means all text, communications, and other data uploaded to or transmitted to the Platform by Subscriber or Subscriber’s employees, agents, contractors, or customers.
1.7. “Subscription Term” means the period specified in the applicable Order Form during which Subscriber’s Authorized Users will be entitled to use the Platform.
1.8. “Third-Party Technology” means any software, source code, object code, models, processes, methods, algorithms, inventions, APIs, SDKs, or other technology which is not owned by Mithra.
1.9. “Updates” means periodic enhancements, updates, new features, new functionalities, or other improvements or changes to the Platform or any other Mithra Technology.
1.10. “Feedback” means any suggestion, idea, comment, or other feedback regarding the Mithra Technology provided by or on behalf of Subscriber or an Authorized User.
2.1. Right to Use Platform. Subject to the terms and conditions of this Agreement, including the payment of all applicable Fees (defined in Section 4.1 (Payments) below), Mithra hereby grants to Subscriber a limited, non-exclusive, non-sublicensable, and non-transferable right, exercisable by and through its Authorized Users, to use and access the Platform during the applicable Subscription Term for Subscriber’s internal business purposes.
2.2. License to Documentation. Mithra hereby grants to Subscriber a non-exclusive, non-sublicensable, non-transferable, revocable, and royalty-free license during the applicable Subscription Term to use, copy, and reproduce Documentation as reasonably necessary to support Subscriber’s use of the Platform.
2.3. Order Forms; Affiliates. Notwithstanding anything to the contrary, Subscriber’s rights to use Mithra Technology, as granted under this Section 2, are contingent on an active Order Form between the Parties with pricing and other terms applicable to Subscriber’s use of that Mithra Technology. Subscriber’s affiliates may access and use the Platform only if expressly authorized in an Order Form or in writing by Mithra, and Subscriber remains responsible for its affiliates’ compliance with this Agreement. Mithra is not obligated to accept any particular further Order Form with Subscriber or any of its affiliates.
2.4. Responsibility for Authorized Users; Access Credentials. Subscriber is responsible for ensuring that its Authorized Users’ use of the Platform complies with this Agreement and for all acts and omissions of its Authorized Users relating to the Platform. Access credentials for the Platform (“Access Credentials”) are individual to the applicable Authorized User and may not be shared. Subscriber and its Authorized Users will use reasonable security practices to secure and keep Access Credentials confidential and will immediately notify Mithra of any unauthorized use or disclosure of Access Credentials. Mithra may suspend or terminate access of any Authorized User whose acts or omissions breach this Agreement or otherwise jeopardize the security or integrity of the Platform.
2.5. Restrictions. Other than as expressly authorized in this Agreement, Subscriber will not, and will not permit anyone to: (a) modify, translate, or create a derivative work of any portion of the Mithra Technology; (b) sell, lease, loan, provide, distribute, resell, sublicense, use on a service-bureau basis, or otherwise transfer or make available any portion of the Mithra Technology to a third party; (c) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code, underlying ideas, algorithms, or non-public APIs of any Mithra Technology; (d) display or disclose any portion of the Platform to any other person except as necessary to exercise the rights expressly granted under this Agreement; (e) remove, alter, or cover any copyright notice or other proprietary-rights notice placed on or in any part of the Platform; (f) circumvent or interfere with any access, use, security, rate, or other technical control of the Platform; (g) scrape, perform bulk extraction from, or access the Platform through automated means except through interfaces expressly authorized by Mithra; (h) probe, scan, or test the vulnerability of the Platform except through a security-testing program expressly authorized by Mithra; (i) use the Mithra Technology, Documentation, or non-public outputs to develop, train, or improve a product, service, or model that competes with Mithra; (j) publish or disclose any benchmark or performance test of the Platform without Mithra’s prior written consent; or (k) use the Platform in any unlawful, infringing, fraudulent, harmful, or unauthorized manner.
2.6. Changes to the Platform; Beta Features. Mithra may modify the Platform from time to time through periodic Updates. Mithra may offer material new modules, features, or functionality for additional Fees, but Subscriber will have no obligation to pay those additional Fees unless it purchases the applicable module, feature, or functionality through an Order Form. Mithra may from time to time offer access to beta or pre-release features (“Beta Features”). Beta Features are provided “as-is” without warranty of any kind, may be modified or discontinued at any time, and are not subject to the Performance Warranty or any service-level obligations.
2.7. All Rights Reserved. All rights and licenses not expressly granted by Mithra under this Agreement are reserved.
3.1. Integration Services; Professional Services. Subject to timely payment of all applicable Fees, Mithra will provide the integration, training, configuration, and other similar services purchased in the applicable Order Form (the “Services”). Subscriber will cooperate with Mithra in performing the Services, including by timely making available the information, personnel, systems, access, and networks reasonably necessary for Mithra to perform the Services. Any delay or failure by Subscriber to provide that cooperation will extend the applicable timeline and excuse Mithra’s corresponding delay to the extent caused by Subscriber.
3.2. Maintenance and Support. Mithra will use commercially reasonable efforts to provide Subscriber with technical support for the Platform during the Term. Additional support services may be available and may be purchased by Subscriber through an Order Form. No service level, response time, service credit, or other support commitment applies unless expressly stated in an Order Form or separate service-level agreement.
4.1. Payments. Subscriber’s use of the Platform is subject to the subscription fees set forth in the Order Form, as well as any additional consumption or service fees and expenses set forth in the Order Form (collectively, the “Fees”). All amounts payable under this Agreement are denominated in United States dollars, will be paid in United States dollars, and are non-cancelable and non-refundable except as expressly stated in this Agreement.
4.2. Fee Increases. Mithra may increase the applicable Fees upon at least 60 days’ prior written notice, with such increase effective as of the next renewal of the Subscription Term.
4.3. Payment Terms. Unless otherwise specified in the Order Form, Subscriber will pay all amounts due within 30 days after the date of the applicable invoice. Subscriber must notify Mithra in writing of any good-faith invoice dispute within 15 days after the invoice date and must timely pay all undisputed amounts. Except for an amount subject to a timely good-faith dispute, Subscriber will make payments without setoff, deduction, or counterclaim. Overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Subscriber will reimburse any costs or expenses, including reasonable attorneys’ fees, incurred by Mithra to collect any amount that is not paid when due.
4.4. Taxes. Other than net income taxes imposed on Mithra, Subscriber will bear all taxes, duties, and other governmental charges resulting from this Agreement. Subscriber will pay any additional taxes as are necessary to ensure that the net amounts received by Mithra after all of those taxes are paid are equal to the amounts that Mithra would have been entitled to in accordance with this Agreement as if the taxes did not exist.
4.5. Refunds. Except as otherwise expressly provided in this Agreement, all Fees, once paid, are non-refundable, and there are no refunds or credits for any partially used period.
5.1. Mithra Technology. Mithra owns, and will retain ownership of, all right, title, and interest, including intellectual property rights, in and to the Mithra Technology. Except for the limited licenses and rights expressly granted under this Agreement, nothing herein grants to Subscriber, or should be construed to grant to Subscriber, any right, title, or interest in or to the Mithra Technology.
5.2. Subscriber Data. As between Mithra and Subscriber, Subscriber is and will remain the exclusive owner of all Subscriber Data. Subscriber will comply with all applicable legal requirements, including obtaining prior consent or licenses if necessary, when transferring or otherwise making available Subscriber Data to Mithra. Subscriber is responsible for ensuring that it has, and will continue to have, the right to upload, or provide access to, the Subscriber Data to Mithra to perform its obligations under this Agreement.
5.3. Use of Subscriber Data. Subscriber grants Mithra a worldwide, non-exclusive, royalty-free right and license to host, copy, reproduce, transmit, display, modify, create derivative works from, and otherwise access, use, and process Subscriber Data to: (a) provide, operate, maintain, secure, support, personalize, and improve the Platform and Services; (b) monitor and analyze use of the Platform; (c) develop, test, train, fine-tune, evaluate, and improve Mithra’s products, services, artificial intelligence models, and automated systems; (d) prevent or address fraud, misuse, security, or technical issues; (e) enforce the Agreement; and (f) comply with applicable law. Mithra may disclose Subscriber Data to its affiliates, service providers, agents, and subcontractors solely as reasonably necessary to exercise these rights or perform its obligations, provided that they process Subscriber Data only on Mithra’s behalf and are bound by confidentiality and data-security obligations. Mithra may also disclose Subscriber Data as required by applicable law. Mithra will not sell Subscriber Data or provide Subscriber Data to any third party for advertising purposes. Notwithstanding Section 9.3, Mithra may disclose or transfer Subscriber Data, subject to appropriate confidentiality obligations, in connection with an actual or proposed transaction described in Section 13.2. The rights in this Section are subject to any express restriction in an applicable Order Form or DPA.
5.4. Usage and Analytics Data. Mithra may collect, retain, and use technical, operational, and usage data relating to Subscriber’s use of the Platform, including user and account identifiers, feature usage, logs, diagnostic data, and session replays (“Usage Data”). Usage Data may identify Subscriber or an Authorized User and will be treated as Subscriber Data under Sections 5.3, 6, 8.3, 9, and 12.3. Mithra may generate aggregated or deidentified data from Usage Data and Subscriber Data (“Analytics Data”) and use Analytics Data for any lawful business purpose, provided that Analytics Data does not identify Subscriber or any individual.
5.5. Feedback. Subscriber grants Mithra a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable right and license to use, disclose, reproduce, license, distribute, modify, commercialize, and otherwise exploit Feedback for any purpose without restriction, attribution, or obligation to Subscriber or any other person. Feedback will not be treated as Subscriber Data or Confidential Information unless the Parties expressly agree otherwise in writing.
5.6. Outputs. Subject to this Agreement, Mithra grants Subscriber a perpetual, non-exclusive, royalty-free license to use, reproduce, modify, export, and retain Outputs (defined in Section 10.5) generated for Subscriber for Subscriber’s internal business purposes. Subscriber will not use Outputs to create any product or perform any service that competes with or is reasonably likely to compete with Mithra or the Platform. No rights are granted in the underlying Mithra Technology used to generate Outputs.
Mithra will maintain reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, use, alteration, or disclosure. No security program is guaranteed to prevent every incident. To the extent required by applicable law or a DPA, Mithra will notify Subscriber without undue delay after confirming a breach of Mithra’s security that results in unauthorized acquisition of Subscriber Data (a “Security Incident”). Notice may be provided in phases as information becomes available and will not be construed as an admission of fault or liability. Unsuccessful attempts or incidents involving systems or data not controlled by Mithra are not Security Incidents under this Agreement.
Subscriber acknowledges that the Platform is not designed to store, process, or transmit protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“PHI”). Subscriber will not upload, transmit, or otherwise make available any PHI to or through the Platform. If Subscriber becomes aware that PHI has been uploaded to the Platform, Subscriber will immediately notify Mithra and promptly delete such PHI. Mithra will have no liability to Subscriber or any third party arising from or related to the presence of PHI on the Platform.
8.1. Term. This Agreement commences as to Subscriber on the effective date of its first Order Form and continues until the expiration of all active Subscription Terms, unless terminated earlier in accordance with this Agreement (the “Term”).
8.2. Termination. Either Party may terminate this Agreement if the other Party: (a) fails to pay Fees within 10 days after written notice that those Fees are overdue; (b) fails to cure any other material breach of this Agreement within 30 days after written notice of that breach; (c) ceases operation without a successor; or (d) seeks protection under a bankruptcy, receivership, creditors’ arrangement, or comparable proceeding that is not dismissed within 60 days.
8.3. Effect of Termination. Upon expiration or termination of this Agreement: (a) all active Subscription Terms will immediately terminate; (b) Subscriber’s rights to the Platform, Documentation, and other Mithra Technology will immediately terminate; (c) Subscriber is responsible for exporting any Subscriber Data it wishes to retain before expiration or termination; and (d) except as expressly stated in an Order Form or DPA, Mithra may delete Subscriber Data at any time after expiration or termination and has no obligation to retain, return, export, or otherwise provide Subscriber Data. Except as restricted by applicable law, an Order Form, or a DPA, Mithra may retain and continue to use Subscriber Data after expiration or termination as permitted under Section 5.3. Mithra may retain copies in routine backups or archives or as reasonably necessary for legal, security, fraud-prevention, compliance, dispute-resolution, or enforcement purposes. Any retained Subscriber Data will remain subject to the applicable confidentiality and security obligations in this Agreement and may be used as otherwise permitted by this Agreement or applicable law.
8.4. Suspension Rights. Mithra may suspend Subscriber’s or an Authorized User’s access to all or any portion of the Platform if Mithra reasonably determines that: (a) Fees remain overdue more than 10 days after written notice; (b) the use is unauthorized, unlawful, or in breach of this Agreement; (c) the use threatens the integrity or security of the Platform or interferes with or risks harm to the Platform, Mithra, or any other user or third party; (d) Subscriber is making excessive demands outside purchased or normal intended ranges; or (e) suspension is required by applicable law or governmental authority. Mithra may act immediately when reasonably necessary to address an urgent security, legal, or platform-integrity risk and otherwise will provide notice where reasonably practicable. Mithra will promptly restore access after the condition giving rise to suspension has been remedied or otherwise abated. If that condition continues for more than 30 days, Mithra may terminate the affected Order Form or this Agreement.
8.5. Survival. Sections 2.5 (Restrictions), 2.7 (All Rights Reserved), 4 (Payment and Invoicing) with respect to accrued obligations, 5 (Intellectual Property and Data), 6 (Mithra Data Security and Protection) and 7 (Protected Health Information Protection) to the extent applicable to retained data, 8.3 (Effect of Termination), 8.5 (Survival), 9 (Confidentiality), 10.5 (Automated Outputs; Subscriber Decisions), 10.6 (Disclaimer), 11 (Indemnification), 12 (Limitations of Liability), and 13 (Miscellaneous) will survive any termination or expiration of this Agreement.
9.1. Confidential Information. “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, in writing, orally, or by inspection of tangible objects (including documents, prototypes, samples, and equipment), that is designated by the Disclosing Party as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties. “Confidential Information” may also include information disclosed to the Disclosing Party by third parties. Subscriber Data is Subscriber’s Confidential Information.
9.2. Exclusions. The confidentiality and non-use obligations under this Section 9 will not apply to any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party, without restriction, at the time of disclosure by the Disclosing Party; (d) is obtained by the Receiving Party from a third party without a breach of the third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
9.3. Non-Use and Non-Disclosure. The Receiving Party will use Confidential Information of the Disclosing Party only to exercise its rights and perform its obligations under this Agreement. The Receiving Party may disclose the Disclosing Party’s Confidential Information only to its affiliates, employees, contractors, professional advisers, service providers, and other representatives who need to know that information for purposes of the Agreement and are bound by legally enforceable confidentiality obligations at least as protective as those in this Section 9. The Receiving Party will not reverse engineer, disassemble, or decompile any prototype, software, or other tangible object which embodies the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information if required by law, provided that, where legally permitted and reasonably practicable, it gives the Disclosing Party prompt prior written notice and reasonable assistance, at the Disclosing Party’s expense, in seeking an order protecting the information from public disclosure.
9.4. Maintenance of Confidentiality. The Receiving Party will use reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party will use at least those measures that it uses to protect its own similar Confidential Information, but in no event less than a reasonable degree of care.
9.5. Retention of Materials. Following termination, each Party may retain the other Party’s Confidential Information as permitted by this Agreement, in accordance with its ordinary backup and retention practices, or as required by applicable law. Retained Confidential Information remains subject to this Section 9. Subscriber Data is governed by Sections 5 and 8.3.
9.6. Duration; Remedies. The obligations in this Section 9 continue during the Term and for five years thereafter, except that obligations concerning a trade secret continue for so long as that information remains a trade secret under applicable law. Each Party acknowledges that a violation or threatened violation of this Section 9 may cause irreparable injury for which monetary damages may be inadequate, and the affected Party may seek injunctive relief in addition to any other available legal remedy.
10.1. Mutual Warranties. Each Party represents and warrants to the other that it has full power and authority to enter into the Agreement and that the Agreement constitutes a valid and binding obligation enforceable against that Party in accordance with its terms.
10.2. Mithra Additional Warranties. Mithra represents and warrants that:
10.2.1. the Platform will conform in all material respects with the Documentation and Mithra will not materially decrease the overall functionality of the Platform during a Subscription Term (the “Performance Warranty”); and
10.2.2. all Services will be provided in a professional and workmanlike manner (the “Services Warranty”).
10.3. Subscriber Additional Warranties. Subscriber represents and warrants to Mithra that: (a) it will use the Platform in compliance with all applicable laws, regulations, and statutes and solely for purposes authorized in this Agreement and described in the accompanying Documentation; and (b) it has provided all required notices and obtained all rights, consents, and authorizations necessary for Subscriber to provide Subscriber Data and any other input to Mithra and for Mithra to exercise its rights under Section 5.3 (Use of Subscriber Data).
10.4. Warranty Remedies. Subscriber must notify Mithra of a claimed breach of the Performance Warranty within 30 days after discovering the condition giving rise to the claim and of a claimed breach of the Services Warranty within 30 days after completion of the affected Services. As Subscriber’s exclusive remedy and Mithra’s entire obligation for a breach of the Performance Warranty or Services Warranty, Mithra will, at its option: (a) use commercially reasonable efforts to correct the nonconforming Platform or reperform the nonconforming Services; or (b) terminate the affected portion of the applicable Order Form and refund any prepaid, unused Fees attributable to that affected portion.
10.5. Automated Outputs; Subscriber Decisions. The Platform may use artificial intelligence and other automated systems to generate analyses, summaries, extractions, recommendations, or other outputs (“Outputs”). Outputs may be incomplete, inaccurate, non-unique, or unsuitable for a particular purpose. Subscriber must independently review Outputs and relevant source materials before using or relying on an Output or taking any action based on it. Mithra does not provide legal, financial, compliance, or other professional advice. Subscriber, and not Mithra, makes and is responsible for all business, legal, contracting, renewal, negotiation, and other decisions relating to its use of the Platform and Outputs.
10.6. Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 10, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, AND MITHRA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AND ACCURACY. MITHRA DOES NOT WARRANT THAT USE OF THE PLATFORM, SERVICES, OR OUTPUTS WILL ACHIEVE ANY PARTICULAR RESULT OR OUTCOME FOR SUBSCRIBER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MITHRA DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR OUTPUTS WILL BE ERROR-FREE, ACCURATE, COMPLETE, SECURE, OR UNINTERRUPTED. THE WARRANTIES IN THIS SECTION 10 DO NOT APPLY TO ANY THIRD-PARTY TECHNOLOGY.
11.1. Indemnification by Mithra. Mithra will indemnify, defend, and hold harmless Subscriber from and against any third-party claim alleging that the Platform, when used by Subscriber and its Authorized Users as permitted under this Agreement and the applicable Order Form, infringes or misappropriates a third party’s U.S. patents or copyrights (each, an “Infringement Claim”), and will indemnify and hold harmless Subscriber against any damages and costs awarded against Subscriber, including reasonable attorneys’ fees, or agreed in a settlement by Mithra resulting from these claims.
11.2. Indemnification by Subscriber. Subscriber will indemnify, defend, and hold harmless Mithra from and against any third-party claim resulting from: (a) its breach of any material provision of this Agreement; (b) its violation of any applicable law in connection with its use of the Platform; (c) any decisions made within its or any third party’s business in reliance on the Platform; or (d) any failure to obtain the necessary consents, authorizations, or legal rights when collecting Subscriber Data, including voice recordings, or sending Subscriber Data to Mithra, and will indemnify, defend, and hold harmless Mithra against any damages and costs awarded against Mithra, including reasonable attorneys’ fees, or agreed in a settlement by Subscriber resulting from these claims.
11.3. Procedures. For purposes of this Agreement, “Indemnified Party” means a Party entitled to indemnification under this Section 11 and “Indemnifying Party” means a Party obligated to provide indemnification under this Section 11. The Indemnifying Party’s obligations under this Section 11 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the Indemnified Party, at the Indemnifying Party’s cost and expense. The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent if that settlement imposes any non-monetary obligation on the Indemnified Party or admits any violation or liability. The Indemnified Party may participate in a claim with its own counsel at its own expense.
11.4. Mitigation. In response to any actual or reasonably anticipated Infringement Claim, Mithra may at its option: (a) procure rights for Subscriber’s continued use of the Platform, as applicable; (b) replace or modify the allegedly infringing portion of the Platform to make it non-infringing; or (c) if the foregoing options are not commercially practicable, terminate the affected Order Form and refund any applicable prepaid, unused Fees.
11.5. Exceptions. Notwithstanding anything to the contrary, Mithra’s obligations in this Section 11 do not apply: (a) to infringement or misappropriation resulting from Subscriber’s modification of the Platform or use of the Platform with any technology not provided or authorized by Mithra; (b) to unauthorized use of the Platform; (c) to any Subscriber Data; or (d) if Subscriber settles or makes any admissions about a claim without Mithra’s prior written consent.
11.6. Exclusive Remedy. This Section 11 sets out Subscriber’s exclusive remedy and Mithra’s entire liability regarding infringement or misappropriation of third-party intellectual property rights by the Mithra Technology.
12.1. Disclaimer of Consequential Damages. SUBJECT TO SECTION 12.3, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD-PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, OR INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
12.2. Monetary Cap on Direct Damages. SUBJECT TO SECTION 12.3, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD-PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS) WILL NOT EXCEED IN AGGREGATE THE AMOUNT PAID BY SUBSCRIBER TO MITHRA PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
12.3. Exclusions. NOTWITHSTANDING THE FOREGOING, SECTIONS 12.1 AND 12.2 WILL NOT LIMIT EITHER PARTY’S LIABILITY FOR: (A) BREACH OF ITS OBLIGATIONS UNDER SECTION 9 (CONFIDENTIALITY); OR (B) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION); PROVIDED, HOWEVER, THAT MITHRA’S AGGREGATE LIABILITY FOR ANY CLAIM RELATING TO ITS BREACH OF ITS DATA SECURITY OBLIGATIONS OR ANY OTHER OBLIGATION WITH RESPECT TO SUBSCRIBER DATA WILL NOT EXCEED THREE TIMES (3X) THE AMOUNT PAID OR PAYABLE BY SUBSCRIBER TO MITHRA PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.
13.1. Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either Party the power to: (a) act as an agent; or (b) direct or control the day-to-day activities of the other.
13.2. Assignment. Subscriber may not assign, delegate, or otherwise transfer this Agreement, in whole or in part, without Mithra’s prior written consent, except that Subscriber may assign this Agreement in its entirety to a successor in connection with a merger, acquisition, change of control, or sale of all or substantially all of Subscriber’s assets or equity if the successor is not a competitor of Mithra, is capable of performing Subscriber’s obligations, and agrees in writing to assume those obligations. Mithra may assign, delegate, or otherwise transfer this Agreement, in whole or in part, to an affiliate or in connection with a merger, reorganization, financing, change of control, or sale or transfer of all or substantially all of the relevant business, assets, or equity. Any purported assignment in violation of this Section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their permitted successors and assigns.
13.3. Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict-of-law provision or rule. Any dispute arising from or related to this Agreement will be instituted exclusively in the state and federal courts located in New Castle County, Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts in any applicable suit, action, or proceeding.
13.4. Notices. Ordinary operational notices may be provided through the Platform or by email to a contact associated with Subscriber’s account. Notices of changes to these Terms are governed by Section 13.11. Any other notice required or permitted under this Agreement must be in writing and sent by email to the applicable legal-notice email address stated in the Order Form or otherwise designated in writing. A notice of material breach, termination, or an indemnification claim must also be sent by certified or registered mail or by a nationally recognized overnight courier, return receipt or delivery confirmation requested, to the applicable address stated in the Order Form. Notices to Mithra must be addressed to Mithra Corporation, 3548 Waterbury Drive, Lehi, Utah 84043, with a copy by email to [email protected]. An email notice is deemed received on the first business day after it is sent if the sender receives no notice of delivery failure. A mailed or couriered notice is deemed received upon documented delivery. A notice required to be sent through both methods is effective upon the later deemed receipt.
13.5. Subcontractors. Mithra may use subcontractors to perform any part of its obligations under this Agreement. Mithra maintains a list of its current subprocessors at https://legal.mithraai.com/data-processors and may update that list from time to time. Mithra remains responsible for any act or omission by those subcontractors that, if attributable to Mithra, would be a breach of this Agreement.
13.6. Force Majeure. Neither Party will be liable for any delay or failure to perform, other than Subscriber’s obligation to pay amounts already due, to the extent caused by an event beyond that Party’s reasonable control and not caused by its negligence, including a natural disaster, epidemic, labor dispute, utility or telecommunications failure, internet or cloud-service disruption, cyberattack, war, terrorism, civil disturbance, or governmental act, order, or restriction. The affected Party will use commercially reasonable efforts to mitigate the effect of the event and resume performance.
13.7. Export Compliance. Subscriber will comply with all relevant U.S. and foreign export and import laws in using the Platform and other materials received from Mithra in connection with this Agreement. Subscriber: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in a country that is subject to a U.S. government embargo; (b) agrees not to access or use the Platform in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit any Subscriber Data or other information to Mithra or the Platform that is controlled under the U.S. International Traffic in Arms Regulations.
13.8. Government Rights. To the extent applicable, the Platform is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure, or transfer of the Platform is governed solely by this Agreement, and all other use is prohibited.
13.9. Waiver and Severability. The waiver by either Party of any breach of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation under this Agreement will not waive that Party’s right to demand strict compliance in the future. If any part of this Agreement is unenforceable, the remaining portions of the Agreement will remain in full force and effect.
13.10. Entire Agreement; Order of Precedence. This Agreement is the final and complete expression of all agreements between the Parties regarding its subject matter and supersedes all previous oral and written agreements regarding those matters. If an Order Form, DPA, or other mutually executed addendum expressly overrides or conflicts with these Terms, that document controls to the extent of the express override or conflict and, in the case of a DPA, only with respect to its subject matter. A later update to these Terms does not modify any Fee, Subscription Term, purchased scope, or other provision stated in an Order Form or mutually executed addendum. If an Order Form or mutually executed addendum expressly identifies an attached or version-locked set of terms as controlling, those terms will control as stated in that document. Mithra’s Privacy Notice describes Mithra’s practices concerning Personal Information but is not part of the Agreement and does not modify the Parties’ rights or obligations under the Agreement except to the extent required by applicable law.
13.11. Changes to These Terms; Other Amendments.
(a) Updates by Mithra. Mithra may modify these Terms from time to time, including during a then-current Subscription Term. Each updated version will be posted at https://legal.mithraai.com/terms.html, will identify its version by the date on which it becomes effective, and will be retained by Mithra as part of its version history.
(b) Material Changes. If a modification materially affects Subscriber’s rights or obligations under these Terms, Mithra will provide Subscriber at least 30 days’ prior notice by email to the legal-notice or other designated email address for the applicable account. The notice will describe the material modification and provide a link to the updated Terms. The modification will become effective on the date stated in the notice, which will be no earlier than 30 days after the notice is sent, without requiring a new Order Form or additional signature. By entering into an Order Form incorporating these Terms, Subscriber agrees that modifications made in accordance with this Section become part of the Agreement on their stated effective date. Subscriber’s continued access to or use of the Platform after that date constitutes further acceptance of the updated Terms.
(c) Other Changes. Modifications that do not materially affect Subscriber’s rights or obligations may become effective when the updated Terms are posted. A modification required by applicable law or reasonably necessary to address an urgent security threat may take effect on the shorter notice stated by Mithra, with notice provided as soon as reasonably practicable.
(d) Limitations. No modification under this Section will: (i) apply retroactively; (ii) affect any claim, liability, breach, or dispute arising before its effective date; (iii) modify the Fees, Subscription Term, purchased scope, or any other term stated in an Order Form; or (iv) override any version of these Terms or other provision that an Order Form or other written agreement between the Parties expressly states will control.
(e) Other Amendments. Except for modifications made by Mithra in accordance with this Section, an amendment to the Agreement must be in writing, including electronically, and accepted by authorized representatives of both Parties.
13.12. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and creates no right or remedy for any other person or entity.
13.13. Interpretation; Electronic Records. Section headings are for convenience only. “Including” and similar terms mean “including without limitation.” The singular includes the plural and vice versa where the context requires. A reference to “writing” includes an electronic record, and a reference to a signed or executed document includes a document accepted by electronic signature or another electronic process intended to evidence acceptance.