Terms of Service

TERMS OF SERVICE

Last Updated: July 29, 2025

Entity: Mielto, Inc., a Delaware C-Corp (“Company,” “we,” “our,” “us”).

Services: Our websites, apps, APIs, and related services (collectively, the “Services”).

Contact: legal@mielto.com; Mielto, Inc., 724 Cole St, Unit 3, San Francisco, CA 94117, USA

Plain-English Summary (not legally binding): You use our Services as-is; you’re responsible for how you use AI outputs; don’t break the law or our acceptable-use rules; we can update terms; most disputes go to individual arbitration (you can opt out by email within 30 days); no class actions or jury trials.

1) Acceptance

By creating an account, accessing, or using the Services, you agree to these Terms and our Privacy Policy. If you’re using the Services on behalf of an organization, you represent you’re authorized to bind it.

2) Eligibility & Accounts

Provide accurate registration info; keep credentials confidential; you’re responsible for your account. You must be at least the age of majority in your jurisdiction (or have verifiable parental consent if permitted under applicable law). The Services are not directed to children under 13.

3) SaaS Subscription; Trials; Beta

Plans & Fees. You’ll pay the fees for your plan. Taxes may apply.

Auto-Renewal. Subscriptions renew unless canceled per your plan terms.

Trials & Betas. “Beta,” “Labs,” or trial features are provided AS IS and may change or end at any time. No uptime or support commitments apply to Betas.

4) Service Level; Support; Changes

We strive for high availability but don’t guarantee uninterrupted service. We may modify or discontinue features with reasonable notice where practicable.

5) Your Content & Data

Definitions.

“Customer Content”: content, data, files, prompts, instructions, and materials you (or your end users) submit to or through the Services.

“AI Output”: content generated by the Services in response to inputs (including Customer Content).

“Service Data”: operational data about use of the Services (e.g., logs, device/browser info, performance metrics).

“Usage Data”: aggregated analytics about features used and interactions with the Services.

“De-identified Data”: data that cannot reasonably be used to identify a natural person, taking into account available technology.

Ownership. You retain ownership of Customer Content.

License to Operate the Service. You grant us a worldwide, non-exclusive license to host, process, transmit, and display Customer Content solely to provide and maintain the Services and comply with law.

Sensitive Data. Do not submit PHI, cardholder data, or other regulated data unless we have a signed addendum (e.g., BAA, PCI, or DPA) expressly allowing it.

Security & Incident Notice. We implement reasonable and appropriate technical and organizational measures to protect Customer Content. If we become aware of unauthorized access to Customer Content stored in our systems, we will notify you without undue delay and share information we can reasonably disclose, consistent with law and law-enforcement requests.

6) AI-Specific Terms

Ownership & License to AI Output. As between you and Company, and to the extent permitted by law and third-party terms, you own your AI Output. Company assigns to you any rights it may have in your AI Output, excluding the Services, models, prompts, safety systems, and underlying IP.

Non-Uniqueness. AI Output may be similar or identical to content generated for others; no exclusivity is granted.

Accuracy & Safety. AI Output may be incorrect, incomplete, or unsafe; you must review and not rely on it as professional advice (medical, legal, financial, etc.). You are responsible for all uses of AI Output, including compliance with communications, privacy, and IP laws (e.g., CAN-SPAM/TCPA, GDPR/CCPA).

High-Risk Prohibited. You will not use the Services or AI Output for life-support, medical diagnosis/treatment, legal or financial advice to consumers, autonomous vehicles, weapons, biometric identification, or election interference.

Model Training & Improvements. We do not use Customer Content to train our foundation models. We may use Service Data, Usage Data, and De-identified Data to operate, secure, and improve the Services. If we ever seek to use Customer Content for model training, we will obtain your express opt-in (and provide admin controls via support@mielto.com).

Third-Party Models/Providers. Some features route to third-party AI providers or data sources under their terms; you authorize such processing.

7) Acceptable Use

You will not: (i) break laws; (ii) infringe IP; (iii) submit malware or attempt to bypass security or rate limits; (iv) generate or use AI Output for illegal, harmful, discriminatory, or deceptive activity; (v) reverse-engineer non-open parts of the Services; or (vi) use the Services to build a competing model or service (except where permitted by law).

8) Intellectual Property

We (and our licensors) own the Services, including software, models, and documentation. Except for rights expressly granted, no licenses are implied. You grant us a free, irrevocable license to use feedback to improve the Services.

9) Privacy; Data Processing; Subprocessors; Transfers

Our Privacy Policy describes how we collect and use personal data. Where we process personal data on your behalf, our Data Processing Addendum (DPA) forms part of these Terms. We may use subprocessors listed at [Subprocessor URL] (we’ll provide notice of material changes). Cross-border transfers will use appropriate mechanisms (e.g., SCCs/UK IDTA).

10) Confidentiality

Each party may receive non-public information (“Confidential Information”). Use it only for the purpose of this Agreement; protect it with reasonable care.

11) API & Rate Limits

Use our APIs per docs and rate limits. We may throttle or suspend for abusive or insecure use.

12) Payment; Taxes; Refunds

Fees are non-refundable unless required by law or as stated in a plan-specific SLA. You authorize us (and our processor) to charge all fees when due. Overdue amounts may accrue 1.5% per month (or the maximum allowed by law). We may suspend the Services after reasonable notice for non-payment. No set-off. You’re responsible for applicable taxes, excluding taxes on our income.

13) Term; Suspension; Termination

You may cancel anytime (effective at end of current term unless otherwise stated). We may suspend or terminate for breach, security risk, or legal compliance needs. Upon termination, your right to use the Services ends; we’ll provide 30 days to export Customer Content unless legally prohibited.

14) Warranties; Disclaimers

THE SERVICES, MODELS, AND AI OUTPUT ARE PROVIDED “AS IS.” We disclaim all warranties (express or implied) including merchantability, fitness for a particular purpose, and non-infringement. We don’t warrant accuracy or reliability of AI Output.

15) Limitation of Liability

To the maximum extent permitted by law: (a) no indirect, incidental, special, consequential, or punitive damages; (b) our total liability arising out of or related to the Services is capped at the amounts you paid to us in the 12 months before the event giving rise to liability. These limits apply even if a remedy fails of its essential purpose. Nothing limits liability for willful misconduct or where prohibited by law.

16) Agreement to Arbitrate; Class-Action & Jury-Trial Waiver

Please read carefully. Except as described below, you and Company agree to resolve all disputes through binding individual arbitration, not in court, and not by jury trial or class/representative action.

(a) Covered “Disputes.” Any claim or controversy between you and Company arising out of or relating to these Terms or the Services (including our marketing, data practices, or AI Outputs) is a Dispute.

(b) Exceptions. Either party may (i) bring an individual claim in small-claims court within its jurisdictional limits; and (ii) seek injunctive or equitable relief in court to protect intellectual property or address unauthorized access/abuse of the Services.

(c) No Class Actions or Representative Claims. Disputes must be brought on an individual basis only. No class, consolidated, private-attorney-general, or representative proceedings.

(d) No Jury Trial. You and Company waive any right to a jury trial.

(e) Opt-Out (Email). You may opt out of this Arbitration Agreement within 30 calendar days of the date you first accepted these Terms by sending an email with the subject line “Arbitration Opt-Out” to legal@mielto.com from the email address associated with your account. Your email must include: (i) your full legal name, (ii) the account email, (iii) your mailing address and phone number, and (iv) the statement: “I am opting out of the arbitration agreement in the Mielto Terms of Service.” If you validly opt out, neither party can require the other to arbitrate Disputes. If you registered on behalf of an entity, the opt-out applies to that named entity as well. If we make material changes to this Arbitration Agreement, you will have 30 days from notice to opt out of the revised Arbitration Agreement; otherwise, any prior opt-out remains in effect. Keep a copy of your sent email for your records.

(f) Arbitration Rules & Forum. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules if the claimant is an individual consumer or its Commercial Arbitration Rules otherwise, as modified by this Section, and governed by the Federal Arbitration Act (FAA). If AAA is unavailable, the arbitration will be administered by JAMS under its applicable rules, as modified by this Section. The arbitrator may award individual relief permitted by law but may not award class or representative relief. Reasonable discovery will be permitted under the forum’s rules. The arbitrator may decide any dispositive motion. Fees and costs will follow the forum’s rules; the arbitrator may award fees/costs to the prevailing party as permitted by law. Proceedings are confidential to the extent permitted by law.

(g) Filing & Location. A party seeking arbitration must first send a Notice of Dispute to legal@mielto.com and allow 30 days for good-faith resolution. After that period, either party may commence arbitration with the selected forum. The seat (legal place) of arbitration is Delaware, USA. Hearings will proceed by video conference unless an in-person hearing is requested, in which case the hearing will take place in Wilmington, Delaware or San Francisco, California, at the claimant’s election. Any court with jurisdiction may enter judgment on the award and address enforcement, confirmation, vacatur, or modification.

(h) Fees. The forum’s consumer-filing fee rules apply; we’ll reimburse fees above what a court filing would cost where required by the rules or law.

(i) Mass-Arbitration Protocol. If 25+ substantially similar demands are filed by the same or coordinated counsel, the parties will (i) batch them in sets of 10, (ii) pay filing fees only for the first set initially, and (iii) stay the remainder pending resolution of bellwethers. The arbitrator may award prevailing-party fees only as permitted by law.

(j) Severability. If (c) No Class Actions is found unenforceable as to a claim, then the entire arbitration agreement does not apply to that claim. Other provisions survive.

(k) Survival. This Section survives termination of the Services and closure of your account.

17) Indemnification

Your Indemnity. You will defend, indemnify, and hold harmless Company and its affiliates against any third-party claim, damage, liability, cost, and expense (including reasonable attorneys’ fees) arising from (i) Customer Content or AI Output; (ii) your use of the Services in violation of these Terms or law (including privacy, CAN-SPAM/TCPA, and IP laws); or (iii) your integrations or instructions.

Our IP Indemnity. We will defend you against third-party claims alleging the Services (excluding Customer Content, AI Output, or third-party services) directly infringe a U.S. patent, copyright, or trademark, and will pay finally awarded damages or settlements we approve. We may procure rights, modify the Services, or terminate access with a pro-rata refund of prepaid fees. We have no obligation for claims based on combinations not provided by us, your instructions, or your breach.

18) Export & Sanctions

You will comply with U.S. and international export laws and sanctions. You won’t use the Services in embargoed countries or for prohibited end uses.

19) Government Use

If accessed by U.S. Government end users, the Services are “commercial computer software” and licensed with only the rights granted to all other users.

20) Changes to These Terms

We may update these Terms from time to time. Material changes take effect upon posting and, where required, after notice. Continued use after the effective date constitutes acceptance.

21) Copyright Policy (DMCA)

We respond to notices of alleged infringement under the DMCA. Our designated agent is: DMCA Agent, Mielto, Inc., 724 Cole St, Unit 3, San Francisco, CA 94117, USA; dmca@mielto.com. Your notice must include the elements of 17 U.S.C. §512(c)(3). We may remove or disable content and terminate repeat infringers.

22) Notices; Electronic Communications

Notices to Company must be sent to legal@mielto.com and Mielto, Inc., 724 Cole St, Unit 3, San Francisco, CA 94117, USA. We may provide notices to you via the Services, email to your account address, or your admin console. You consent to transact and receive notices electronically.

23) Publicity

We may use your name and logo to identify you as a customer on our website and marketing materials, unless you opt out by emailing legal@mielto.com.

24) Governing Law; Venue (Non-Arbitration)

Except where the FAA governs, these Terms and any non-arbitrable dispute are governed by the laws of the State of Delaware, without regard to conflicts of law. For small-claims matters permitted by Section 16(b), venue will be your county of residence in the U.S. or San Francisco County, California if you reside outside the U.S.

25) Order of Precedence

If you have an Order Form, SOW, or DPA, those documents control to the extent of a conflict with these Terms.

26) Claims Time Limit; Survival

Any claim must be filed within one (1) year after it arose, or be forever barred, to the extent permitted by law. Sections 5–9, 11–17, 18–26 and any payment obligations survive termination.

27) Miscellaneous

No waiver unless in writing; if any provision is unenforceable, the rest remain effective; force majeure applies. You may not assign these Terms without our prior written consent, except to an affiliate or in connection with a change of control (with notice). We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.