Terms of Service

1. Acceptance

By accessing or using Minerva, the agency (the “Customer”) and every person it grants access to the platform agree to be bound by these Terms and by any order form or invoice referencing them. If you do not agree, do not access the service.

2. License grant

Subject to the Customer’s continued compliance with these Terms and payment of all fees, Minerva grants the Customer a limited, non-exclusive, non-transferable, revocable license to access and use the platform during the subscription term. The Customer may not reverse-engineer, decompile, scrape at scale, or resell the platform without Minerva’s prior written consent.

3. Acceptable use

The Customer’s use of Minerva is governed by the Acceptable Use Policy, which is incorporated into these Terms by reference. Violations of that policy may result in suspension or termination as described in Section 6.

4. Account responsibility

The Customer is responsible for all activity that occurs in its workspace, including the actions of its employees, contractors, and any third parties to whom it grants access. The Customer is responsible for keeping credentials and any platform-issued API keys confidential, for the content its team uploads or generates, and for ensuring its team has read these Terms.

5. Payment terms

Depending on the Customer’s plan, fees may include a one-time license fee, an optional recurring monthly retainer, and prepaid usage credits. AI inference is passed through at cost with no usage markup. The license fee, where it applies, is invoiced and paid by bank transfer before onboarding. Usage credits are purchased in advance and drawn down as the Customer uses the service.

The recurring retainer, where it applies, is billed monthly in advance through our payment processor, Stripe, and renews automatically each month until the Customer cancels it. All fees are stated and payable in United States dollars and exclude taxes, which are the Customer’s responsibility. Invoices are due net 7 unless otherwise agreed in writing, and late or failed payment may result in suspension of access.

The Customer may cancel the recurring retainer at any time by written notice to [email protected] or its Minerva contact. Cancellation takes effect at the end of the current billing month, and the retainer is not pro-rated.

Prepaid usage credits and any one-time license fee are non-refundable except where a refund is required by applicable law. Minerva does not offer free trials.

6. Suspension and termination

Minerva may suspend or terminate the Customer’s access for violation of the Acceptable Use Policy, non-payment, suspected fraud, security risk, or for any other reason on 30 days’ written notice. Customer may terminate for convenience at any time by written notice. After termination, the Customer retains a 30-day data-export window, after which workspace data is purged. Termination for cause (including any violation involving the unconditional prohibitions in the Acceptable Use Policy) may result in immediate access revocation with no export window and no refund.

7. Intellectual property

The platform, including the software, interfaces, model orchestration logic, documentation, and Minerva trademarks, is and remains the property of Minerva and its licensors. Subject to payment of all fees and compliance with these Terms and the Acceptable Use Policy, the Customer owns the intellectual property rights in the content it generates through the platform, to the extent permitted by the underlying model licenses. The Customer is responsible for confirming downstream rights and for any content it produces.

8. Disclaimer of warranty

The service is provided “AS IS” and “AS AVAILABLE.” Minerva makes no warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation. The service may be intermittent. No uptime service-level agreement applies below the enterprise tier.

9. Limitation of liability

To the maximum extent permitted by law, Minerva’s total aggregate liability arising out of or related to these Terms is limited to the fees paid by the Customer in the three months immediately preceding the event giving rise to the claim. In no event will Minerva be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost data, or business interruption, even if advised of the possibility of such damages.

10. Indemnification

The Customer will defend, indemnify, and hold harmless Minerva, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, or expense (including reasonable attorneys’ fees) arising out of or related to the Customer’s use of the service, the content it uploads or generates, or its breach of these Terms or the Acceptable Use Policy.

11. Governing law and dispute resolution

These Terms are governed by the laws of the State of New Mexico, United States, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms will be resolved by binding arbitration administered by the American Arbitration Association in Albuquerque, New Mexico, under its Commercial Arbitration Rules, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property.

12. Changes to these Terms

Minerva may update these Terms from time to time. Material changes will be notified by email to the workspace administrator with at least 30 days’ notice before taking effect. Continued use of the service after the effective date constitutes acceptance of the updated Terms.

13. Contact

For questions about these Terms, contact [email protected].