1. Agreement to these terms
These Terms of Service (“Terms”) are between you and Minerva, Inc.[TODO: confirm legal entity and state] (“minrva,” “we,” “us”) and govern your use of the minrva website at minrva.ai and the minrva product (together, the “Service”). By accessing the Service you agree to these Terms.
If you are accessing the Service on behalf of a company under a pilot agreement, order form, or master subscription agreement (a “Customer Agreement”), the Customer Agreement controls where it conflicts with these Terms.
2. Eligibility
You must be 18 or older and authorized to bind the company you represent. The Service is built for finance and accounting professionals at companies. It is not designed for consumer use.
3. The Service
minrva is a finance and accounting workbench. It allows your team to ask questions about your financial data, generate reports and forecasts, and receive answers that are source-pinned with citations to the underlying data. Specific features available to you depend on your plan and Customer Agreement.
3.1 What minrva is not
- minrva is not a substitute for professional judgment. Output is a working paper for a human reviewer, not a final filing or signed-off deliverable.
- minrva does not provide accounting, tax, audit, legal, or investment advice. We do not act as your CPA, tax advisor, auditor, attorney, or financial advisor.
- The workbench may surface incorrect answers. The receipts and tie-out trail exist so that a finance operator can verify and re-derive each answer before relying on it.
4. Accounts
- You are responsible for maintaining the confidentiality of your account credentials.
- You are responsible for all activity that occurs under your account.
- You will notify us promptly at support@minrva.ai if you become aware of any unauthorized access.
5. Customer data
“Customer Data” means data you or your users submit to or generate through the Service, including general-ledger extracts, budgets, forecasts, planning assumptions, CRM and ERP extracts, documents, and any output produced from those inputs.
- Ownership. As between you and us, Customer Data is yours. You retain all rights, title, and interest in Customer Data.
- License to us. You grant minrva a non-exclusive, worldwide license to use Customer Data solely to operate, support, secure, and improve the Service for you, and to comply with law. We will not use Customer Data to train shared models that other customers can query.
- Confidentiality. Customer Data is your Confidential Information. We will treat it under the confidentiality terms of your Customer Agreement, or, absent a Customer Agreement, with at least the same degree of care we use to protect our own confidential information of like importance, and never less than reasonable care.
- Receipts. Citations, sources, and pinned assumptions referenced in workbench output are stored with your Customer Data and remain inside your tenant.
6. Acceptable use
You agree not to, and not to permit any user to:
- use the Service to violate any law or third-party right;
- upload data you do not have the right to upload, or upload material that infringes intellectual-property or privacy rights of others;
- upload viruses, malware, or other harmful code;
- attempt to gain unauthorized access to the Service, other accounts, or our infrastructure;
- reverse-engineer, decompile, or otherwise attempt to derive source code from the Service, except to the extent that restriction is prohibited by law;
- resell, sublicense, time-share, or use the Service to operate a service bureau without our written consent;
- scrape, spider, or systematically extract data from the Service except through documented programmatic interfaces; or
- misrepresent output of the Service as having been produced without machine assistance.
7. Pilot terms
If your company is participating in the minrva pilot:
- The pilot is for evaluation. Either party may end the pilot for any reason by giving written notice.
- Pilot fees, if any, are stated in your pilot order form. Pilot fees are non-refundable except as stated in our Refund Policy.
- Service levels and warranties during the pilot are as stated in the pilot order form. Absent specific commitments, the Service is provided on an “as is” basis during the pilot.
- Customers in the active pilot cohort are eligible for the pricing protection described on the Pricing page, as detailed in their pilot order form.
8. Fees and payment
Fees are stated in your Customer Agreement or order form. Unless otherwise stated:
- Subscription fees are billed in advance and are non-refundable except as stated in the Refund Policy or your order form.
- Fees do not include taxes; you are responsible for any applicable sales, use, VAT, GST, or similar taxes.
- Past-due amounts accrue late charges at the lesser of 1.0% per month or the maximum rate permitted by law.
9. Intellectual property
- Our IP. minrva, the workbench, the website, the documentation, and all related software, models, designs, and content are owned by minrva or our licensors. Nothing in these Terms grants you any right in the foregoing other than the limited right to use the Service.
- Feedback. If you give us feedback, suggestions, or ideas about the Service, you grant us a perpetual, royalty-free, worldwide license to use that feedback to improve the Service. We are not obligated to compensate you for feedback.
- Trademarks. “minrva”, the minrva owl mark, and related marks are trademarks of minrva. You may not use them without our prior written consent.
10. Third-party services
The Service may connect to third-party services (for example, your ERP, CRM, or planning tool) at your direction. We are not responsible for those services. Your use of a third-party service is governed by your agreement with that third party.
11. Disclaimers
The Service is provided “as is” and “as available.” To the maximum extent permitted by law, minrva disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising out of course of dealing or trade usage.
Without limiting the foregoing, we do not warrant that the Service will be uninterrupted, error-free, or free of harmful components, that defects will be corrected, or that any output will be accurate, complete, or fit for any particular use. Output is a working paper for a human reviewer.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, or data, arising out of or related to these Terms or the Service.
Each party’s total liability arising out of or related to these Terms will not exceed the fees paid by you to minrva for the Service in the twelve (12) months preceding the event giving rise to the liability. For pilot customers without paid fees, total liability is capped at one hundred US dollars (USD 100).[TODO: counsel to confirm cap structure]
Nothing in this section limits liability that cannot be limited under applicable law, including liability for gross negligence or willful misconduct.
13. Indemnification
You will defend, indemnify, and hold minrva harmless from any third-party claim arising out of (a) your breach of these Terms, (b) your violation of law, or (c) Customer Data that infringes the intellectual-property or privacy rights of a third party.
14. Suspension and termination
- We may suspend access to the Service if we reasonably believe your use poses a security risk, violates law, or breaches these Terms, generally with notice to you.
- Either party may terminate a Customer Agreement for material breach not cured within thirty (30) days of written notice.
- On termination, your right to use the Service ends. We will make Customer Data available for export for the period specified in your Customer Agreement, and will delete Customer Data after that period in accordance with our retention practices and applicable law.
15. Governing law and venue
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state and federal courts located in the Northern District of California.[TODO: counsel to confirm whether mandatory arbitration / JAMS clause is desired]
16. Changes to these Terms
We will update these Terms when our practices change. Material changes will be highlighted on this page and communicated to active customers. Continued use of the Service after the “Last updated” date constitutes acceptance of the updated Terms.
17. General
- Entire agreement. These Terms, together with any Customer Agreement, constitute the entire agreement between you and minrva regarding the Service.
- Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
- No waiver. Failure to enforce a provision is not a waiver of it.
- Notices. Legal notices to minrva should be sent to legal@minrva.ai.
18. Contact
Questions about these Terms:
- Email: legal@minrva.ai
- Support: support@minrva.ai