Version: 2025-09-18 • Provider: Mithra Corporation (“Mithra”) • Contact: [email protected]
These Terms apply to Customer’s use of Mithra’s services (“Service”). By (a) using the Service after receiving these Terms or (b) executing/accepting any Sales Agreement or Order (incl. Stripe invoice) that references them, Customer agrees.
Order of precedence: Sales Agreement (if any) → DPA/BAA (if any) → these Terms → posted policies.
Customer Data: data Customer or its users submit to the Service (e.g., contracts, metadata, account info).
Output: results generated by the Service from prompts or Customer Data.
Authorized Users: Customer’s employees/contractors permitted to use the Service.
Confidential Information: non-public information disclosed by a party.
Mithra grants Customer a non-exclusive, non-transferable right for Authorized Users to access the Service for Customer’s internal business purposes. Customer will not:
No legal advice: Output is informational only; Customer is responsible for review and decisions.
Each party will protect the other’s Confidential Information with reasonable care, use it only to perform hereunder, and disclose it only to personnel and subprocessors under similar duties. Exclusions: information that is public, independently developed, or properly received from a third party.
Ownership. As between the parties, Customer owns Customer Data and Output. Customer grants Mithra a limited license to host, process, transmit, and display Customer Data and Output to operate, maintain, secure, and support the Service.
Improvement Data. Mithra may use de-identified/aggregated data to improve the Service and develop new features; Mithra will not re-identify such data.
Security. Mithra implements reasonable technical and organizational measures appropriate to the Service. If Mithra becomes aware of a Security Incident affecting Customer Data, Mithra will notify Customer without undue delay consistent with law.
Subprocessors. Mithra may use subprocessors and remains responsible for their compliance.
Personal Data; DPA/CPRA. If Mithra processes personal data on Customer’s behalf, the parties will execute a Data Processing Addendum (DPA). Where the CPRA applies, Mithra acts as service provider and will: (i) process only for the Service; (ii) not sell/share personal information; (iii) not combine personal information except as permitted; (iv) flow down service-provider obligations to subprocessors.
HIPAA/PHI. The Service is not intended for PHI and Mithra is not a Business Associate unless the parties execute a BAA.
Third-Party AI/Cloud. Mithra may use third-party infrastructure/AI services under confidentiality.
Training Models. Mithra may use de-identified and/or aggregated data derived from Customer Data (“De-Identified Data”) to train, fine-tune, or adapt models—including third-party foundation models operated for Mithra via provider APIs—solely to provide, maintain, secure, and improve the Service. Resulting tuned models may be used across Mithra customers (multi-tenant use). Mithra will not (a) use raw Customer Data (non-de-identified personal information) to train third-party models; (b) permit any provider to use Customer Data or De-Identified Data to improve its own general models, sell/share it, or use it for advertising; or (c) disclose Customer Data beyond what is necessary to perform the Service. “De-Identified Data” means data that cannot reasonably be used to identify a natural person; Mithra will implement technical/organizational safeguards against re-identification, not attempt re-identification, and will flow down these restrictions to subprocessors. For clarity, Mithra-operated models may be trained or fine-tuned using De-Identified Data under the same conditions.
Mithra and its licensors retain all rights in the Service. No rights are granted except as stated. Customer grants Mithra a perpetual, irrevocable, royalty-free license to use feedback to improve the Service. The Service may include open-source or third-party components under their licenses.
Support: email support during business hours; no SLA unless agreed in a Sales Agreement.
Changes: Mithra may modify non-material features; it will not materially reduce core functionality during any paid period already in effect under an Order.
Beta: features labeled beta/preview are provided AS IS and may be modified or withdrawn with no notice.
THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MITHRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, AND ACCURACY OF OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF OUTPUT AND FOR COMPLIANCE WITH LAW.
Customer will defend, indemnify, and hold harmless Mithra and its personnel from third-party claims, damages, and costs arising out of: (i) Customer Data; (ii) Customer’s or its users’ use of the Service in violation of law or these Terms; or (iii) disputes between Customer and its own customers/suppliers.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) No indirect damages. Neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenues, goodwill, or data.
(b) Cap. MITHRA’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE IS LIMITED TO THE GREATER OF (i) US$100 OR (ii) THE AMOUNTS PAID BY CUSTOMER TO MITHRA FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
(c) The above applies to all theories of liability and even if a party knew or should have known of the possibility. Nothing limits liability for fraud or willful misconduct where such limitation is unenforceable.
Mithra may suspend access immediately if use of the Service (i) poses a security risk, (ii) violates law or these Terms, or (iii) risks harm to the Service or others. Mithra will restore access once the issue is resolved.
Mithra may list Customer’s name and logo in its customer lists and marketing materials (no case studies) unless Customer opts out by email.
Each party will comply with applicable laws (including export controls/sanctions and anti-corruption). Customer represents that it is not subject to embargo or restricted-party prohibitions.
Law: Delaware law (without regard to conflicts rules).
Arbitration: Any dispute will be finally resolved by confidential arbitration under JAMS Streamlined Rules by one arbitrator in Salt Lake City, Utah. Proceedings are individual, not class. Either party may seek injunctive relief in court for misuse of IP or Confidential Information.
Upon expiration or termination of the applicable Sales Agreement/Order, or upon Customer’s written request, Mithra will make Customer Data reasonably available for export for 30 days and may delete Customer Data thereafter (reasonable backup retention permitted). Sections 3–5 and 7–15 survive.
Neither party may assign these Terms without the other’s consent, except Mithra may assign to an affiliate or in connection with merger, acquisition, or asset transfer. Neither party is liable for delays beyond its reasonable control (force majeure). Notices may be emailed to the contacts on the Sales Agreement/Order. Mithra may update these Terms with at least 30 days’ notice; updates take effect on the next Order or renewal, and will not materially reduce Customer’s rights during any paid period already in effect. These Terms (plus any Sales Agreement/Order and DPA/BAA) are the entire agreement on these subjects and supersede prior discussions. Waiver and severability apply in the usual manner.