Platform Terms and Conditions

These Mayeshal Platform Terms and Conditions (these "Terms") govern access to and use of the Mayeshal AI Operations Platform, its vertical packs (including the Mayeshal Personal Injury Pack), and any related documentation and support (collectively, the "Service") provided by Micronetbd Inc. ("Micronetbd") to the customer ("Client") identified in an order form, change request, statement of work, or similar ordering document between Client and Micronetbd that references these Terms (each, an "Order"). These Terms are incorporated into each such Order. If a signed Order conflicts with these Terms, the Order controls for that conflict.

1. Definitions

"Client Data" means all data, documents, files, records, and other content that Client or its Users submit to the Service, or that the Service accesses, retrieves, or ingests from Client's connected systems (including Client's Litify/Salesforce org and connected document repositories), including matter data, intake data, medical records, correspondence, and financial records. "AI Provider" means a third-party artificial intelligence model provider whose services are accessed through Client's own accounts and API keys. "Output" means content generated by the Service using AI models, including drafts, summaries, extractions, scores, and recommendations. "User" means an individual authorized by Client to use the Service.

2. Subscription and Access

2.1 Subject to these Terms and the applicable Order, Micronetbd grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Client's internal business purposes.

2.2 Where the Order provides the Service as a bundled benefit of a qualifying Micronetbd managed services subscription, no separate subscription fee applies for as long as the eligibility condition stated in the Order is met.

2.3 Client is responsible for its Users, for maintaining the confidentiality of credentials, and for all activity occurring under its accounts. Client will notify Micronetbd promptly of any suspected unauthorized access.

3. Client Data; Access, Processing, and Storage

3.1 Authorization to access and store. Client acknowledges and agrees that, in order to provide the Service, Micronetbd and the Service will access, retrieve, read, process, copy, index, and store Client Data, including data and files residing in Client's connected systems (such as Client's Litify/Salesforce org and document repositories), within the Mayeshal platform, including in a database dedicated to Client's tenant and in associated file and search stores. This includes, without limitation, case and matter records, intake records, medical records and bills, liens, negotiation and settlement records, tasks, documents, and correspondence.

3.2 Scope of connection. The Service connects to Client's systems through credentials and OAuth authorizations that Client provisions and controls and may revoke at any time. Reads run under the authorizing user's permissions. Writes are limited to data records on an explicit allow-list, are staged for human approval before being applied, and do not modify org metadata, code, or configuration.

3.3 Ownership. As between the parties, Client owns all right, title, and interest in Client Data and in Output that incorporates Client Data. Client grants Micronetbd a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and store Client Data solely to provide, secure, support, and improve the Service and to comply with law.

3.4 Responsibility for Client Data. Client is solely responsible for the accuracy, quality, legality, and rights to Client Data, including obtaining any consents and authorizations required to permit the access, processing, and storage described in this Section. The Service is not a system of record or a backup service; Client remains responsible for maintaining its authoritative records and backups in its systems of record.

3.5 Usage data. Micronetbd may collect and use technical, diagnostic, and usage data (excluding the substantive content of Client Data) to operate, secure, meter, and improve the Service. Micronetbd may use data that is aggregated and de-identified such that it cannot reasonably identify Client or any individual.

3.6 No training on Client Data. Micronetbd does not use Client Data to train generalized AI models. Client's AI Provider terms govern the AI Providers' handling of content submitted through Client's own API keys.

4. AI Providers and Client API Keys

4.1 Unless the Order states otherwise, Client will procure and maintain its own AI Provider accounts and will supply valid API keys for use with the Service. Client is solely responsible for its AI Provider agreements, for compliance with AI Provider terms and usage policies, and for all fees charged by AI Providers.

4.2 Micronetbd applies no markup to AI usage. The Service meters model calls and displays estimated costs, but the AI Provider's own invoice is authoritative.

4.3 AI Providers are third-party services outside Micronetbd's control. Micronetbd is not responsible for AI Provider availability, performance, pricing changes, model deprecations, or acts or omissions of AI Providers, and Service functionality that depends on an AI Provider is excused to the extent the AI Provider is unavailable or Client's keys are invalid, rate-limited, or unfunded.

5. Security

5.1 Micronetbd will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data, including: logical tenant isolation with a Client-dedicated database; encryption of Client Data at rest and TLS encryption in transit; role-based access controls and approval gates on write actions; an append-only audit log of reads, writes, denials, and approvals; and operation in alignment with SOC 2 standards.

5.2 Client acknowledges that no system is impenetrable and that Micronetbd does not warrant that security measures will be error-free or that Client Data will be absolutely secure. Micronetbd will notify Client without undue delay after becoming aware of a confirmed breach of security leading to unauthorized access to Client Data and will take commercially reasonable steps to mitigate and remediate.

5.3 Micronetbd support access to Client's tenant is time-bound and granted by Client.

6. Protected Health Information

Client Data processed by certain vertical packs may include protected health information. The Service applies a PHI visibility tag by default to medical objects and retains audit records for seven years. To the extent applicable law requires it, the parties will negotiate and execute a mutually agreeable business associate or equivalent agreement upon Client's written request. Client is responsible for determining whether its use of the Service, including its selected AI Providers, satisfies Client's own regulatory and ethical obligations.

7. Client Responsibilities and Acceptable Use

7.1 Client will: (a) provision and maintain the credentials, OAuth authorizations, licenses, and API keys required for the Service; (b) designate approvers for staged writes and review staged actions promptly; (c) use the Service in compliance with applicable law and Client's professional responsibility obligations; and (d) ensure Users are appropriately trained.

7.2 Client will not, and will not permit anyone to: (a) reverse engineer, decompile, or copy the Service or access it to build a competing product; (b) sublicense, resell, or provide the Service to third parties; (c) circumvent usage limits, approval gates, or security controls; (d) submit content that is unlawful or that Client lacks rights to submit; or (e) use the Service to develop or train competing AI models.

8. AI Output; Professional Judgment

8.1 Output is generated by probabilistic AI models and may contain errors, omissions, or inaccuracies. Output is provided as drafting and analysis assistance only and does not constitute legal, medical, financial, or professional advice.

8.2 Human review required. Client is solely responsible for reviewing, verifying, and approving all Output before any use or reliance, including before any communication is sent, any filing is made, any record is written to a connected system, or any business or legal decision is taken. The Service's approval gates exist for this purpose, and Client agrees not to bypass them. Micronetbd has no liability arising from Client's use of or reliance on Output.

9. Availability, Support, and Changes

9.1 Micronetbd will use commercially reasonable efforts to make the Service available, excluding scheduled maintenance, emergency maintenance, and causes beyond Micronetbd's reasonable control. Unless the Order states a specific service level, no specific uptime level is guaranteed.

9.2 Support is provided through the channels stated in the Order; for bundled subscriptions, support is provided through Client's existing managed services channels and response standards.

9.3 Micronetbd may modify, update, or improve the Service, provided no such change materially degrades the core functionality of the Service during the Subscription Term.

10. Intellectual Property

The Service, the Mayeshal platform, its vertical packs, and all software, workflows, agent designs, templates, interfaces, and documentation, and all improvements and derivatives thereof, are and remain the exclusive property of Micronetbd and its licensors. No rights are granted except as expressly stated. If Client provides suggestions or feedback, Micronetbd may use it without restriction or obligation.

11. Confidentiality

Each party will protect the other party's non-public information with at least the same degree of care it uses for its own similar information, and no less than reasonable care, and will use such information only to perform under the applicable Order. Client Data is Client's confidential information; the Service and its non-public technical details are Micronetbd's confidential information. These obligations survive termination for three years, and for Client Data and trade secrets, for as long as protected by law. A party may disclose confidential information to the extent required by law with, where lawful, prior notice to the other party.

12. Term, Suspension, and Termination

12.1 The "Subscription Term" is stated in the Order. For bundled subscriptions, the Subscription Term continues for as long as Client maintains bundled eligibility as described in the Order, unless earlier terminated under this Section.

12.2 Micronetbd may suspend the Service on notice if: (a) the qualifying subscription lapses, is reduced below the eligibility level, or payment is overdue; (b) Client materially breaches these Terms; or (c) suspension is reasonably necessary to protect the Service, Client Data, or third parties. Micronetbd will limit suspensions in scope and duration to what is reasonably necessary.

12.3 Either party may terminate the Service for material breach not cured within 30 days of written notice. Client may terminate the Service at any time on written notice, subject to any commitments in the Order.

12.4 Effect of termination. Upon termination or expiration: (a) Client's access ends; (b) for 30 days, Micronetbd will make Client Data available for export in structured formats on Client's written request; and (c) thereafter Micronetbd will delete Client Data from the Service within 60 days, except audit records and backups retained per standard schedules, which remain protected under Section 11 until deleted. Termination of the Service does not by itself affect any other agreement between the parties.

13. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." MICRONETBD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. MICRONETBD DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY OUTPUT.

14. Limitation of Liability

14.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF MICRONETBD AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATED TO THE SERVICE, THESE TERMS, OR THE APPLICABLE ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE MONTHLY RECURRING FEE PAID BY CLIENT TO MICRONETBD, FOR THE MONTH IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, UNDER THE SUBSCRIPTION THROUGH WHICH CLIENT RECEIVES THE SERVICE (INCLUDING, WHERE THE SERVICE IS PROVIDED AS A BUNDLED BENEFIT, THE QUALIFYING MANAGED SERVICES SUBSCRIPTION). IF NO SUCH FEE EXISTS, THE CAP IS FIVE HUNDRED DOLLARS ($500).

14.2 Exclusions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MICRONETBD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MICRONETBD HAS NO LIABILITY FOR: (a) OUTPUT OR CLIENT'S USE OF OR RELIANCE ON OUTPUT; (b) AI PROVIDERS OR OTHER THIRD-PARTY SERVICES; (c) CLIENT DATA CONTENT OR CLIENT'S FAILURE TO MAINTAIN BACKUPS IN ITS SYSTEMS OF RECORD; OR (d) MATTERS ARISING FROM CLIENT'S BREACH OF SECTION 7 OR 8.

14.3 The limitations in this Section apply notwithstanding any failure of essential purpose of any limited remedy and allocate the risks between the parties in light of the pricing of the Service. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

15. Indemnification

15.1 Client will defend and indemnify Micronetbd against third-party claims arising from: (a) Client Data, including claims that Client lacked rights or consents to provide it; (b) Client's use of the Service or Output in violation of law, professional obligations, or these Terms; or (c) Client's agreements with AI Providers.

15.2 Micronetbd will defend and indemnify Client against third-party claims that the Service (excluding Client Data, Output, and third-party services) directly infringes a U.S. patent, copyright, or trademark, and, at its option, may procure rights, modify or replace the Service, or terminate the affected Service. This states Micronetbd's entire liability for infringement claims.

15.3 The indemnified party must give prompt notice, sole control of the defense to the indemnifying party, and reasonable cooperation.

16. General

16.1 Governing law. These Terms are governed by the laws of the State of New Jersey, without regard to conflicts of law rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in New Jersey.

16.2 Notices. Notices must be in writing and are effective when delivered to the addresses stated in the Order (for Micronetbd, with a copy to sfadmin@micronetbd.org) or to the parties' primary business email addresses on file.

16.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding Client's payment obligations.

16.4 Assignment. Neither party may assign these Terms without the other party's consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

16.5 Relationship. The parties are independent contractors. There are no third-party beneficiaries.

16.6 Order of precedence; entire agreement. These Terms, together with the applicable Order and any agreement the Order amends, are the entire agreement regarding the Service and supersede prior discussions on that subject. Amendments must be in a writing signed by both parties.

16.7 Severability; waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. A waiver is effective only in writing.

16.8 Survival. Sections 3.3 through 3.6, 8, 10, 11, 12.4, 13, 14, 15, and 16 survive termination.

16.9 Electronic signature. Orders referencing these Terms may be executed electronically and in counterparts.

16.10 Updates to these Terms. Micronetbd may update these Terms from time to time by posting a revised version to this page with an updated version number and date. For Clients with a signed Order, the version in effect on the effective date of the Order applies unless the parties agree otherwise in writing.