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Terms of Service – Mithra

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE MITHRA SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

  • These Mithra Services Terms & Conditions (“Terms”) govern access to & use of the Mithra® platform & its components, including Mithra AI, Mithra SSOT® (Single Source of Truth®), & Mithra GPS™ (collectively, the “Mithra Services”), the website at https://shelterzoom.com, https://app.mithraai.io and any related sites (the “Site”), & any associated web, mobile, application, & programming interfaces (APIs) (together with the Mithra Services & Site, the “Service”) by individuals who create an account (“Account”) & their authorized users (“Users”). The Service is provided by Mithra Technologies Inc., a subsidiary of ShelterZoom Corp. (“ShelterZoom”). In these Terms, “Mithra,” “we,” “us,” & “our” mean Mithra Technologies Inc.

1. UPDATES AND COMMUNICATIONS

1.1  We may revise these Terms or any additional terms & conditions that are relevant to a particular Mithra Service from time to time to reflect changes in the law or to the Mithra Services. We will post the revised terms on the Site with a “last updated” date. IF YOU CONTINUE TO USE THE MITHRA SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.

1.2  You agree to receive all communications, agreements, & notices that we provide in connection with any Mithra Services (“Communications”), including, but not limited to, Communications related to our delivery of the Mithra Services & your purchase of or subscription to the Mithra Services, via electronic means, including by e-mail, text, in-app notifications, or by posting them on the Site or through any Mithra Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner & you agree to keep your Account contact information current.

2. USAGE AND ACCESS RIGHTS

2.1  Minimum Age. By accessing, using &/or submitting information to or through the Mithra Services, you represent that you are at least age 18.

2.2  Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive & non-transferable license to access & use the Service for your internal business purposes & only as expressly permitted in these Terms & any applicable paid Customer plan that enables registration of an Account for the use of a Mithra Service (“Subscription Plan”) when applicable. Except as expressly provided in these Terms, you may not copy, distribute, publish, transmit, modify, publicly display or perform, create derivative works of or otherwise exploit any part of the Mithra Services. You may not save or archive a significant portion of the material appearing in or on the Mithra Services. All rights not expressly granted herein are reserved by Mithra. You shall not use or permit use of the Service for any illegal purpose or in any manner inconsistent with the provisions of these Terms.

2.3  Legal Effect of Mithra Outputs. Mithra applies artificial intelligence, blockchain validation, & tokenized data lineage to help organizations produce verifiable, traceable, & auditable outputs & to establish a verified Single Source of Truth® (SSOT®). We make no representation as to the legal, regulatory, financial, clinical, or other effect, sufficiency, or enforceability of any output, record, certification, or document generated, verified, viewed, or stored using the Mithra Service in any jurisdiction. You are solely responsible for determining whether your use of any Mithra output satisfies applicable legal, professional, or regulatory requirements, & you should consult with a licensed attorney or other qualified professional in any applicable jurisdiction if you have any questions.

2.4  Account Registration. You will need to create & register an account in order to use the Mithra Services. In creating an account, you represent that you are at least age 18, have the mental capacity to enter into a contract, & you agree to:

2.4.1  Create only one account;

2.4.2  Provide honest, accurate, truthful, current & complete information;

2.4.3  Keep your information updated & accurate;

2.4.4  Maintain the security of your account by not sharing your password with others & restricting access to your account & your devices;

2.4.5  Promptly notify us if you discover or suspect that your account has been compromised or its security breached;

2.4.6  Take responsibility for all activities that occur under your account & accept all risks of unauthorized access.

2.5  Equipment. You are responsible for providing the equipment & services that you need to access & use the Mithra Services. We do not guarantee that the Mithra Services are accessible on any particular equipment or device or with any particular software or service plan.

3. PROVISION OF MITHRA SERVICES

3.1  Changes. We are constantly improving the Mithra Services to provide the best possible experience for you & other users. You acknowledge & agree that the Mithra Services, or certain features of the Mithra Services, may change from time to time without notice to you. Any new feature that augments, enhances or modifies the current Mithra Services is subject to these Terms.

3.2  Mobile Terms. The Mithra Services are currently provided as a web-based application accessible through supported web browsers, including browsers on mobile devices. If Mithra makes a dedicated mobile application available in the future, additional terms and conditions (“Mobile Terms”) may apply, and where such an application is distributed through a third-party marketplace (such as those operated by Apple, Inc., Google Inc., or Microsoft), your use will also be subject to that marketplace’s applicable terms; in the event of an irreconcilable inconsistency between any such supplemented terms and these Terms, these Terms will prevail. You are solely responsible for any message and data charges that apply to accessing the Mithra Services from a mobile device, and you understand that wireless service may not be available in all areas at all times.

3.3  Update Program. When you become a User, you may be enrolled to receive emails, SMS text messages & other communications (“Communications”) with information about your Account, the latest news about Mithra, special offers, & related materials. When creating an Account, you may choose not to receive certain Communications (see Opting Out of Communications, below), but your email address & other contact information may be retained for administrative purposes, even if you terminate your Account. You will always receive information related to your Account & “transactional or relationship communications” as defined in our Privacy Policy. Any update program or component of it is subject to change or termination without notice.

3.4  Your Responsibilities. Users are responsible for updating their Accounts. We are not responsible for any Communications sent to an incorrect or incomplete address or number, or for any lost, late, misdirected, or undeliverable Communications. We reserve the right to correct & not honor errors made in our Communications with you.

3.5  Opting Out of Communications. To opt-out of Mithra update communications, except “transactional or relationship” communications as defined in our Privacy Policy, you may click on the unsubscribe link at the bottom of any Mithra email or update your Mithra account if you have one. To opt-out of SMS text messages from Mithra, you can update your Mithra account if you have one OR text STOP to the appropriate short code from the mobile device where you received the SMS text message. If you wish to stop receiving “transactional or relationship” Electronic Communications, you must delete your Mithra user account.

4. SUBSCRIPTIONS, SEATS, AND PAYMENT

4.1  Subscription Plans. Certain Mithra Services are made available on a paid subscription basis, including seat-based subscriptions under which a defined number of Users (“Seats”) may be provisioned by an Account administrator. The features, Seat allotments, usage limits, & price applicable to your subscription are those described in your selected plan at the time of purchase or as otherwise agreed in writing.

4.2  Seats and User Management. An Account administrator may invite Users up to the number of available Seats. When the number of available Seats is reached, additional Users may not be added until further Seats are purchased. You are responsible for managing User access, assigning & changing User roles (for example, between Administrator & End User), & removing Users who should no longer have access.

4.3  Payment Processing. Payments for the Mithra Services are processed by third-party payment processors, including Stripe. By providing payment information, you authorize us & our payment processors to charge the applicable fees, including recurring subscription fees & any additional Seats or upgrades you purchase, to your designated payment method. You agree to the applicable terms & privacy policies of such payment processors. Fees are non-refundable except as required by applicable law or as expressly stated in your plan.

4.4  Renewals. Unless otherwise stated, paid subscriptions renew automatically for successive periods at the then-current rate until cancelled in accordance with your plan. Before you subscribe, the length of the renewal term & the recurring price will be disclosed clearly & conspicuously at checkout, & your affirmative consent to the automatic renewal will be obtained. After you subscribe, we will send confirmation of the automatic-renewal terms by email. You may cancel the automatic renewal at any time through your Account billing settings or another easy online cancellation method, & if you enrolled online you may cancel online without additional steps. Cancellation takes effect at the end of the then-current billing period unless otherwise required by applicable law.

4.5  Enterprise Plans and Data Source Functionality. Access to certain functionality—including advanced data source connections & API integrations with your organization’s systems—may require an enterprise plan. To access such functionality, you may be required to contact Mithra Support to upgrade. Enterprise engagements may be governed by a separate written agreement, which, to the extent of any conflict, will control over these Terms with respect to its subject matter.

5. AI OUTPUTS, CUSTOMER CONTENT, AND SINGLE SOURCE OF TRUTH®

5.1  Customer Content. “Customer Content” means the files, documents, data, prompts, queries, & other materials that you or your Users upload to, submit to, or generate within the Mithra Services. As between you & Mithra, you retain all right, title, & interest in & to your Customer Content. You grant Mithra a worldwide, non-exclusive license to host, store, process, transmit, index, & display Customer Content solely as necessary to provide, secure, & maintain the Mithra Services for you. We may analyze usage of the Mithra Services to operate, secure, & improve the Service, but we do not use your Customer Content to train or fine-tune artificial intelligence or machine-learning models, except with your prior, informed consent as described in these Terms & our Privacy Policy.

5.2  Your Responsibility for Customer Content. You represent & warrant that you have all rights, consents, & authority necessary to upload & use Customer Content with the Mithra Services & that your Customer Content does not violate any law or infringe or misappropriate the rights of any third party. You are responsible for the accuracy, quality, & legality of your Customer Content.

5.3  AI Output. The Mithra Services may generate responses, summaries, citations, classifications, & other outputs (“AI Output”), including through features such as “Ask Mithra.” While Mithra is designed to help improve accuracy and provide verifiable, traceable, and auditable results, AI-generated output may be incomplete, inaccurate, or unsuitable for a particular purpose, and the quality of such output may vary depending on the Customer Content and available sources. AI Output is provided for informational purposes & does not constitute legal, financial, medical, or other professional advice. You are solely responsible for reviewing, verifying, & validating any AI Output before relying on or acting upon it, & you should not rely on AI Output as your sole basis for any decision.

5.4  Single Source of Truth®. Mithra SSOT® (Single Source of Truth®) features are designed to provide a blockchain-backed, cryptographically supported record intended to support provenance, immutability, auditability, & data integrity. Personal data processed through the Mithra Services is stored off-chain; only cryptographic hashes & non-personal metadata are recorded on-chain. Where deletion of personal data is required by applicable law or these Terms, Mithra will delete or anonymize the off-chain personal data, & any remaining on-chain hashes will no longer be treated as personal data. You acknowledge that no system can guarantee that any record, verification, or output is error-free, & that the integrity of any verified record depends in part on the accuracy & completeness of the Customer Content & inputs you provide.

5.5  AI Output Ownership. As between you and Mithra, and to the extent permitted by applicable law, you retain your ownership rights in your Customer Content and you own any AI Output (including answers, summaries, citations, classifications, and other content) generated by the Mithra Services from your Customer Content and your use of the Service. Mithra retains all right, title, and interest in and to the Service, including the underlying models, software, and documentation. Mithra’s rights in the Service do not grant Mithra any ownership interest in your Customer Content or AI Output. You grant Mithra a limited, non-exclusive license to use AI Output solely as necessary to provide, secure, and maintain the Mithra Services and SSOT® (Single Source of Truth®) records for you, and not to train or fine-tune any general-purpose artificial intelligence or machine-learning models used across multiple customers, except with your prior, informed consent as described in these Terms and our Privacy Policy.

6. OWNERSHIP

6.1  Intellectual Property. The Service contains materials that are proprietary & are protected by copyright laws, international treaty provisions, trademarks, service marks, & other intellectual property laws & treaties.

6.1.1  The Service is also protected as a collective work or compilation under copyright & other laws & treaties. You agree to abide by all applicable copyright & other laws, as well as any additional copyright notices or restrictions contained on the Site. Documentation, any improvements, design contributions, or derivative works thereto, & any knowledge or process related thereto, including rights in & to all applications & registrations relating to the Service, shall, as between you & Mithra, at all times be & remain the sole & exclusive property of Mithra & its licensors.

6.1.2  The trademarks, logos, taglines, & service marks displayed on the Site or through the Service (collectively, the “Trademarks”), including without limitation MITHRA, SSOT (Single Source of Truth), and MITHRA GPS, are registered & unregistered Trademarks of Mithra, ShelterZoom, & others. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate Mithra’s sponsorship of or affiliation with any product, service, event, or organization without Mithra’s prior express written permission.

7. RESTRICTIONS ON USE OF THE SERVICE

7.1  By using the Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

  1. Is illegal, or violates any federal, state, or local law or regulation, including any applicable data privacy or protection law or regulation;
  2. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
  3. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
  4. Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Service, or uses the Service to train, develop, or improve any competing artificial intelligence or machine-learning model, except as expressly permitted in these Terms or by applicable law without consent; or
  5. Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Service.

7.2  You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Service for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating & improving the Service or Site (including without limitation for fraud prevention, risk assessment, investigation & customer support purposes, analytics, & advertising), to ensure your compliance with these Terms & to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

8. PRIVACY

8.1  Privacy Policy. The privacy & security of your information is important to Mithra. Our Privacy Policy, available at https://shelterzoom.com/privacy-policy, is incorporated into these Terms & also governs your use of the Mithra Services. To the extent there is a conflict between the terms of the Privacy Policy & these Terms, these Terms govern. The Privacy Policy describes the data that we gather about or from users of the Mithra Services & how we process, use & share that data. By using the Mithra Services, you consent to all actions that we take with respect to your data consistent with our Privacy Policy.

8.2  Ownership. Nothing in these Terms grants Mithra or another Customer or User any right, title or interest in or to any of the Personal Information (as defined by the Privacy Policy) of any Customer or User.

8.3  Compliance with Privacy Laws. If you receive the Personal Information of another Customer or User, you agree to comply with all applicable laws & regulations governing the collection, processing, & storage of that Personal Information, including, but not limited to, the California Consumer Privacy Act & the Massachusetts Data Security Regulations. You agree that you are solely responsible for determining whether you are subject to any such laws or regulations.

9. TERMINATION

9.1  Termination by Mithra. Mithra may suspend any use of the Mithra Services, remove any content, or disable or terminate any Account or authorized User that Mithra reasonably and in good faith believes violates these Terms, poses a security or fraud risk, or may cause harm or liability to Mithra, other customers, or third parties. Mithra may also suspend or terminate your access if required by law or by a governmental or regulatory authority.

9.2  Termination by You. You may terminate your Account and stop using the Mithra Services at any time by following the account closure procedures made available through the Service or by contacting Mithra Support. If you have a paid Subscription Plan, termination will be effective at the end of your then-current subscription term unless otherwise agreed in writing.

9.3  Effect of Termination. Upon termination of your Account or access to the Mithra Services for any reason: (a) your license to use the Mithra Services will automatically cease; (b) we may deactivate or delete your Account credentials; and (c) you remain responsible for all fees and charges incurred prior to termination, unless otherwise required by applicable law or expressly stated in your Subscription Plan. Termination does not affect any rights or obligations that have accrued up to the date of termination.

9.4  Customer Content and AI Output After Termination. Following termination, Mithra will handle your Customer Content and AI Output in accordance with our Privacy Policy and any applicable data processing or enterprise agreement. Subject to applicable law and our technical capabilities, you may have a limited period to export certain Customer Content and AI Output from the Mithra Services. We may retain and use aggregated, de-identified data derived from your use of the Mithra Services to maintain, secure, and improve the Service, provided such data does not identify you or your users.

9.5  Survival. The following provisions will survive any termination of these Terms or your Account: Sections relating to AI Outputs and Customer Content, ownership, restrictions on use of the Service, privacy, payment obligations accrued prior to termination, disclaimers, limitations of liability, indemnification, arbitration and waiver of class actions, and any other provisions that by their nature are intended to survive.

10. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) POLICY

10.1  Statement. This DMCA statement constitutes part of the legal terms & conditions governing all users of the Mithra Services. In compliance with the DMCA (Title 17, United States Code), Mithra will respond to proper notifications of claimed copyright infringement with respect to material posted by users, & will take appropriate action including removing & disabling access to the allegedly infringing material. Mithra also reserves the right to remove & disable access to any user-posted material which, in Mithra’s sole judgment, may be infringing or violating another’s intellectual property right, whether or not Mithra has been notified by the rights holder.

10.2  Repeat Infringers. In accordance with the DMCA & other applicable law, Mithra has adopted a policy of terminating, in appropriate circumstances, the accounts of registered users who are determined by Mithra to be repeat infringers. Mithra may also, in its sole discretion, suspend &/or terminate the account of any registered user who infringes another’s intellectual property right, whether or not there is repeat infringement.

10.3  Designated Agent. In compliance with the DMCA, the Designated Agent to receive notifications of claimed infringement relating to any of the Mithra Services is registered at https://www.copyright.gov/dmca-directory/.

By mail: Mithra Technologies Inc., 66 W Flagler St Ste 900, Miami, FL 33130.

10.4  Notice of Claimed Copyright Infringement. If you believe that your copyright has been infringed or violated by any material posted on any of the Mithra Services, please notify our Designated Agent listed above in writing & provide the following:

10.4.1  A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

10.4.2  Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

10.4.3  Identification of the material that is claimed to be infringing or to be the subject of infringing activity & that is to be removed or access to which is to be disabled, & information reasonably sufficient to permit us to locate the material;

10.4.4  Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, & if available, an electronic mail address;

10.4.5  A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; &

10.4.6  A statement that the information in the notification is accurate, & under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

10.5  Counter-Notifications. Under the DMCA, if a notice of copyright infringement has been filed against material posted by you on any of the Mithra Services, you may make a counter-notification with our Designated Agent listed above, provided that such counter-notification must be in writing & contain the information required by the DMCA, including your signature, identification of the material removed, a statement under penalty of perjury that the material was removed as a result of mistake or misidentification, & your consent to the jurisdiction of the applicable Federal District Court. If Mithra receives a valid counter-notification, it may reinstate the removed or disabled material in accordance with the DMCA.

10.6  Liability for Misrepresentation under the DMCA. Please note that, pursuant to the DMCA, any person who knowingly materially misrepresents that any material or activity is infringing, or that any material or activity was removed or disabled by mistake or misidentification, will be liable for damages, including costs & attorneys’ fees. Accordingly, if you are not sure whether certain material or activity infringes your or another’s copyright, please consult with a qualified attorney.

11. WARRANTIES AND DISCLAIMERS

THE MITHRA SERVICES, DOCUMENTATION, AI OUTPUT, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE MITHRA SERVICES, DOCUMENTATION, AI OUTPUT, AND SITE SHALL BE AT YOUR SOLE RISK. MITHRA AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“MITHRA PARTIES”): (a) MAKE NO 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; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE MITHRA SERVICES, DOCUMENTATION, AI OUTPUT, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE MITHRA SERVICES, DOCUMENTATION, AI OUTPUT, OR SITE.

WITHOUT LIMITING THE FOREGOING, THE MITHRA PARTIES DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI OUTPUT, AND YOU ACKNOWLEDGE THAT ARTIFICIAL INTELLIGENCE MAY GENERATE INCORRECT OR INCOMPLETE RESULTS. THE MITHRA PARTIES ASSUME NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR AI OUTPUT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR ACCESS TO AND USE OF THE MITHRA SERVICES; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR CONTENT; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE MITHRA SERVICES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. INDEMNIFICATION OBLIGATIONS

You will defend, indemnify, & hold us, our Affiliates, officers, directors, employees, suppliers, consultants, & agents harmless from any & all third-party claims, liability, damages, & costs (including, but not limited to, attorneys’ fees) arising from or related to, as applicable: (a) your access to & use of the Service; (b) violation of these Terms by you or your authorized Users, as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature & content of all Customer Content & Personal Information processed by the Mithra Services; or (e) any products or services purchased or obtained by you in connection with the Service.

13. LIMITATIONS OF LIABILITY

13.1  Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, THE MITHRA PARTIES WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MITHRA PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY USE OF, OR RELIANCE UPON, THE SITE, DOCUMENTATION, MITHRA SERVICES, OR AI OUTPUT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MITHRA PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2  Cap on Damages. THE MITHRA PARTIES’ TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO MITHRA FOR THE MITHRA SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT

14. GENERAL

14.1  Relationship. At all times, you & Mithra are independent contractors, & are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties.

14.2  Trade Restrictions. You acknowledge that the Site, Documentation, &/or Mithra Services & any related products, information, documentation, software, technology, technical data, & any derivatives thereof that we make available (collectively “Excluded Data”) are subject to the export control & sanctions laws & regulations of the United States & other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”). You represent & warrant that you are not located in, or a resident or national of, an embargoed country or territory, & that you are not listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including OFAC’s List of Specially Designated Nationals & Other Blocked Persons.

14.3  Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Mithra Services will be effective only if it is in writing & sent using: (a) the Mithra Services; (b) certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth on the Site. Notices are deemed given upon receipt if delivered using the Mithra Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.

14.4  Force Majeure. Except for any payment obligations, neither you nor Mithra will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, & other causes beyond the party’s reasonable control). The affected party will provide notice within a commercially reasonable time & will use commercially reasonable efforts to resume performance as soon as practicable.

14.5  Mandatory Arbitration; Waiver of Class Actions Applicable to Customers. 

YOU AND MITHRA AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.

Any dispute between you & Mithra & its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates (including ShelterZoom) (collectively for purposes of this section, “Mithra”) arising from or relating to these Terms & their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, “Covered Disputes”) will be settled by binding arbitration administered by the American Arbitration Association (AAA) as follows:

Prior to initiating any arbitration, the initiating party will give the other party at least 60-days’ advanced written notice of its intent to file for arbitration. During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement & expiration of the notice period, either party may initiate arbitration.

The arbitrator will have the power to grant whatever relief would be available in court under law or in equity & any award of the arbitrator(s) will be final & binding on each of the parties & may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives, & the arbitrator will apply applicable law & the provisions of these Terms. Mithra & you agree that any Covered Dispute will be submitted to arbitration on an individual basis only. Neither Mithra nor you are entitled to arbitrate any Covered Dispute as a class, representative or private attorney general action. If any provision of the agreement to arbitrate in this section is found unenforceable, the unenforceable provision will be severed & the remaining arbitration terms will be enforced. Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred. For purposes of this section, these Terms & related transactions will be subject to & governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16.

14.6  Governing Law & Venue. These Terms will be interpreted, construed, & enforced in all respects in accordance with the local laws of the State of Florida, U.S.A., without reference to its choice of law rules to the contrary. Customer & Mithra submit to the exclusive jurisdiction of, & venue in, any federal or state court of competent jurisdiction located in Miami-Dade County, Florida, U.S.A.

14.7  Waiver. No delay or failure on the part of Mithra to enforce any part of these Terms will constitute a waiver of any of Mithra’s rights under these Terms whether for past or future actions on the part of any person. Only a specific, written waiver signed by an authorized representative of Mithra will have any legal effect. The waiver by either you or Mithra of any breach of any provision of these Terms does not waive any other breach.

14.8  Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force & effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

14.9  Taxes. You are solely responsible for any & all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the Mithra Services by any authority.

14.10  Notice to California Residents. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Mithra Services is Mithra Technologies Inc., 66 W Flagler St Ste 900, Miami, FL 33130. To file a complaint or to receive further information regarding use of the Mithra Services, send a letter to the above address or contact us via the Contact form on the Site (with “California Resident Request” as the Subject Line). You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.

14.11  General Provisions. The headings & captions contained herein are for convenience only. These Terms will inure to the benefit of & will be binding upon each party’s valid successors & assigns.