End User License Agreement (EULA)

This End User License Agreement (“EULA”) is a legal agreement between you (“End User,” “you,” or “your”) and Minerva Intelligence, Inc. (“Company,” “we,” “us,” or “our”), a Delaware corporation, governing your use of the Company's financial Software-as-a-Service (“SaaS”) platform, including any software, websites, documentation, or related services provided by Company (collectively, the “Services”). By accessing or using our Services, you acknowledge that you have read, understand, and agree to be bound by the terms and conditions of this EULA, our Privacy Policy, and any applicable Additional Terms. If you do not agree to all terms and conditions, you must not use the Services.

1. License Grant

1.1 Limited License

Subject to the terms and conditions of this EULA, Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes in accordance with this EULA and any other documentation or guidelines provided by Company.

1.2 Restrictions

You agree not to:

• Copy, modify, distribute, lease, loan, sell, or create derivative works based on the Services in whole or in part.
• Reverse engineer, decompile, or disassemble any part of the Services unless expressly permitted by law.
• Use any automated means (e.g., robots, scraping, etc.) to access the Services without our prior written consent.
• Use the Services for any fraudulent, illegal, or unauthorized purpose.
• Remove or obscure any proprietary or other notices contained in or on the Services.

2. Eligibility

2.1 Legal Capacity

By using the Services, you represent that you are at least 18 years old (or the age of majority in your jurisdiction) and have the legal capacity to enter into this EULA.

2.2 Registration and Accounts

In order to access certain features of the Services, you may be required to create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials, and you accept responsibility for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or other security breach.

3. Fees and Payment

3.1 Subscription Fees

Access to certain features or functionalities of the Services may require the payment of subscription or usage fees as outlined in a separate agreement or order form (“Subscription Fees”). You agree to pay all applicable Subscription Fees in accordance with the payment terms set forth therein.

3.2 Payment Methods

All payments shall be made via the payment method(s) designated by Company. You authorize Company to charge your chosen payment method for all fees due.

3.3 Late Payments

If your payment is overdue, Company reserves the right to suspend or terminate your access to the Services until payment is received.

3.4 Taxes

All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for paying any applicable taxes associated with your use of the Services.

4. Term and Termination

4.1 Term

This EULA will remain in effect as long as you use the Services or until terminated in accordance with this Section.

4.2 Termination by Company

Company may, at its sole discretion, terminate or suspend your access to the Services immediately, with or without notice, if:

• You breach any provision of this EULA.
• We are required to do so by law or regulatory authority.
• You fail to pay any fees due.
• Company discontinues the Services, in whole or in part.

4.3 Termination by You

You may terminate this EULA by ceasing to use the Services and closing your account.

4.4 Effect of Termination

Upon termination, (i) all rights granted to you under this EULA will immediately cease, and (ii) you must discontinue all use of the Services. Company will have no liability to you or any third party for termination of your rights under this EULA.

5. Intellectual Property Rights

5.1 Ownership

Company and its licensors retain all right, title, and interest in and to the Services and any related intellectual property, including but not limited to all software, text, graphics, images, logos, trademarks, and other content provided through the Services.

5.2 Feedback

If you submit any ideas, suggestions, or feedback to Company regarding the Services (“Feedback”), you hereby grant Company a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use and incorporate such Feedback in any of Company's products or services.

6. User Content

You are solely responsible for all User Content you provide and for compliance with all applicable laws. By uploading or posting User Content, you grant Company a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, modify, display, and perform the User Content as necessary for the operation of the Services.

7. Confidentiality and Privacy

You acknowledge that you may receive or have access to confidential or proprietary information of Company. You agree not to disclose Confidential Information to any third party without Company's prior written consent. Your use of the Services is subject to our Privacy Policy.

8. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Services will be uninterrupted, error-free, secure, or that any defects will be corrected. Your use of the Services is at your own risk.

9. Limitation of Liability

To the fullest extent permitted by law, in no event shall Company or its affiliates be liable for any indirect, incidental, special, consequential, or exemplary damages. In no event shall Company's total liability for direct damages exceed the amount you actually paid to Company for the Services during the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Company, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with: (i) your use of the Services; (ii) your breach of this EULA; or (iii) your violation of any law or the rights of any third party.

11. Governing Law

This EULA and any dispute arising out of or relating to this EULA or the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

12. General Provisions

You may not assign or transfer this EULA without Company's prior written consent. If any provision of this EULA is held invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary. This EULA constitutes the entire agreement between you and Company with respect to the Services.

Contact Us

If you have any questions about this EULA, you can contact us at: founders@tryminerva.ai