MITHRIL TERMS OF SERVICE
Last Updated: August 4, 2025
These Mithril Terms of Service (“Terms”) are entered into between Foundry Technologies, Inc. (“Mithril”) and the customer that agrees to the Terms (“Customer”). Mithril and Customer may be referred to individually as a “Party” and collectively as the “Parties”. The Parties agree as follows:
Definitions
“Additional Services” means any of Mithril’s services made available for Customer’s use in connection with the Platform.
“Customer Material” means (a) any material, including data, files, software, text, video or audio, that is submitted by Users through the Platform for processing or storing on Compute Partner resources, and (b) any computational results generated by any such material while hosted on those resources.
“Compute Partner” means the applicable provider of any compute hardware resource that Customer utilizes to process or store Customer Material, which provider may be a third party or Mithril.
“Documentation” means any written guidelines, documentation, policies or other instructions that describe the functionality and intended use of the Services and that are made available by Mithril through the Services.
“Platform” means the platform-as-a-service solution designed to allow the purchase and use of Compute Partner resource capacity.
“Services” means the Platform, any Additional Services and any other websites or online services of Mithril that link to the Terms. References to the Services will be deemed to include any portion of the Services. For clarity, the Services do not include any Compute Partner resources or other third-party services made available via the Services.
“User” means any individual employee, contractor or agent of Customer who uses the Services to perform work for or on behalf of Customer.
Services Generally
Agreement; Responsibility. Any User that agrees to the Terms represents and warrants that they have the authority to bind Customer to the Terms. Customer is fully responsible for any act or omission of its Users and each act or omission of a User will be treated as an act or omission of Customer for purposes of the Terms. Customer will ensure that its Users do not cause Customer to be in violation of the Terms.
Eligibility. Customer will ensure that: (a) each User is at least 18 years of age; and (b) that neither it nor its Users are (i) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction or that has been designated by the U.S. government as a “terrorist supporting” country, or (ii) on any of the U.S. government lists of restricted parties.
Accounts; Credentials. Customer will (a) ensure that information provided in connection with account creation via the Services is and will remain accurate; (b) ensure that each set of account credentials is used only by the individual User to which it was provisioned; (c) protect any credentials (such as API keys or passwords) it receives to access or use the Platform against unauthorized access, use and disclosure; and (d) promptly notify Mithril if it becomes aware of or suspects that any such incidents have occurred.
Right to Access. Subject to the Terms, Customer may access the Services for its legitimate business purposes. Customer will not use the Services for personal, family or household purposes. The Services are not designed for business outside of the United States. Customer is fully responsible for its access and use of the Services, including any use in connection with conducting any business outside the United States.
Restrictions. Customer will not: (a) use the Services or any Compute Partner resource in violation of Mithril’s Documentation, the Terms, or Mithril’s acceptable use policy, made available at mithril.ai/legal/aup (“AUP”); (b) violate any applicable laws or regulations, including laws protecting the intellectual property or other rights of third parties; (c) sell, license, or otherwise distribute or make the Services or Compute Partner resource capacity available to any third party other than as expressly permitted by the Terms or features made available within the Platform; (d) create derivative works of or modify the Services; (e) reverse engineer or attempt to extract source code from the Services; (f) circumvent any limitations imposed via the Services, including any quotas or other limitations; (g) interfere or present in any way a material security risk or interruption in the operation of the Services or any Compute Partner resource; (h) use the Services to benchmark against or develop a similar or competing product or service; or (i) induce, encourage or otherwise cooperate with any third party in an attempt to engage in any activity that violates the Terms.
Services Updates. Mithril reserves the right to update or modify the Services and Documentation from time to time.
Usage Data. Mithril may collect, use and disclose data relating to any access to the Services for any reason, including analytics, product development and improvement, or marketing purposes.
Beta Services. Certain Services may be offered on a trial, beta or preview basis, or other similar designation (“Beta Services”). Beta Services are provided “as is” with no warranty. The existence and functionality of Beta Services is Mithril’s Confidential Information (as defined in Section 7.1). Mithril has no obligation to generally release a version of the Beta Services, and any generally released version may have significantly different functionality than the Beta Services.
Ownership: The Services, including the software, text, graphics, images and other content contained therein, are owned by Mithril and its licensors, and are protected under both United States and foreign laws. Except as explicitly stated in the Terms, all rights in and to the Services are reserved by Mithril and its licensors. Mithril’s logos and other trademarks may not be copied, imitated or used, in whole or in part, without Mithril’s prior written permission.
Platform and Additional Services
Marketplace Orders
Orders. The Platform may offer Customer the ability to bid on revocable compute resources made available by Compute Partners (each, a “Spot Instance”) or to purchase reserved instances. When any User submits a bid for a Spot Instance or purchases a reserved instance, Customer agrees to pay for its use of the Spot Instance or the reserved instance in accordance with the pricing and payment terms described on mithril.ai/legal/pricing and any other terms specified via the Platform or Documentation at the time of purchase.
Market Manipulation. Customer will not attempt to control, influence, or manipulate the price for Spot Instances, including by sharing information with any third party regarding any of its bid pricing or plans for bid pricing.
Termination. Customer’s right to use any Spot Instance may be revoked immediately at any time.
Mithril Orders. Customer acknowledges that Mithril may purchase and use Spot Instances or reserved instances via the Platform for Mithril’s own legitimate business purposes.
Security and Backup Responsibility. Mithril will implement and maintain reasonable security measures in accordance with generally accepted industry standards that are designed to secure Customer Materials against accidental or unlawful access or disclosure. Customer is fully responsible for backing up any Customer Material to protect against loss or unavailability of the Services.
Additional Services. Mithril may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Additional Services (“Supplemental Terms”). Customer authorizes each User to agree to any Supplemental Terms on its behalf. When a User agrees to Supplemental Terms in the manner specified by Mithril via the Services, those Supplemental Terms will become part of the Terms. In the event of a conflict between the Supplemental Terms and the Terms of Service, those Supplemental Terms will prevail only for the Additional Services governed by those Supplemental Terms.
Third-Party Terms. Certain of the Services or Compute Partner resources may be subject to third-party terms. Customer agrees to be bound by and will comply with any such terms. Mithril will not be liable for any third-party materials made available via the Services.
API Terms. The Services include any application programming interfaces made available by Mithril through the Services (“Mithril APIs”) for access or use of data or content made available from the Services (“API Content”). The Mithril APIs and API Content are part of the Services and any access to or use of them is subject to these Terms, including this section.
Use of API Content. Customer may internally use, but not distribute, unmodified versions of the API Content for purposes consistent with these Terms.
Permitted Access. Customer will only access (or attempt to access) Mithril APIs in the form and manner as approved by Mithril, including as described in the Documentation. Customer must use any access keys, tokens or other credentials provided to Customer by Mithril when accessing the Mithril APIs. Customer will: (i) not share such credentials with any third party; (ii) protect all such credentials against unauthorized access, use, and disclosure; and (iii) promptly notify Mithril if Customer becomes aware of or suspect any such unauthorized activities. Customer must not mispresent or attempt to mask its identity when accessing the Mithril APIs.
Additional Restrictions. Customer will comply with and not attempt to circumvent any requirements or restrictions imposed on use of the Mithril APIs or the API Content as made available by Mithril, including frequency caps, rate limits, or other limitations. Customer will not launch or cause to be launched on or in connection with Mithril APIs a malicious program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the Mithril APIs.
Monitoring. Customer acknowledges that Mithril has the right to monitor activity related to Customer’s use of the Mithril APIs, including to identify non-compliance with these Terms, to improve the Mithril APIs and to help protect the interests and property of Mithril and its licensors and users. Customer will cooperate with Mithril’s reasonable requests to correct any security or other issues caused by Customer’s use of Mithril APIs.
Modification. Mithril may modify, update or discontinue the Mithril APIs. Customer will implement any access or use modifications requested by Mithril in connection with its use of the Mithril APIs.
Deletion. Promptly following request by Mithril, Customer will discontinue all use of the Mithril APIs and any API Content and delete all API Content in its possession or control.
Payments.
Fees and Taxes. Customer will pay all fees as specified via the Services in accordance with pricing and other terms specified on the mithril.ai/legal/pricing or other pricing as agreed upon in writing by Mithril. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties (and all fines or penalties assessed by a government authority for failure to pay such amounts), but excluding United States (federal or state) taxes based solely on Mithril’s income. All charges are non-refundable except as otherwise expressly indicated via the Terms. Any payments that are dependent on usage, such as for use of Spot Instances, will be charged monthly in arrears for the relevant usage in the prior calendar month. Mithril reserves the right to charge more frequently (e.g., weekly in arrears) upon prior written notice to Customer. Customer will ensure that it maintains a valid payment method on file through Customer’s account at all times and authorizes Mithril (via its payment processor) to charge that method for all charges payable under the Terms. Customer authorizes Mithril to initiate an authorization transaction equal to zero (or a nominal amount, which shall be reverted) to help verify the payment method is valid.
Reserve Account. If required by Mithril, Customer shall fund a reserve account (the “Reserve Account”) in an amount reasonably determined by Mithril (“Minimum Reserve Balance”) that is based on Customer’s expected use of the Services. Mithril may later adjust the Minimum Reserve Balance based on Customer usage patterns and changed expectations. Customer authorizes Mithril to charge any of Customer’s payment methods submitted via the Services for the amount of the Minimum Reserve Balance. Customer authorizes Mithril to debit the Reserve Account for the amount of any charge obligation Customer has under the Terms, including in connection with its use of the Services. If the balance of the Reserve Account is below the Minimum Reserve Balance at any time, Customer authorizes Mithril to charge any of Customer’s payment methods for the amount necessary to restore the balance to the Minimum Reserve Balance. Following termination of the Terms, Mithril will refund to Customer the balance of any remaining funds in the Reserve Account after debiting any remaining amounts owed by Customer.
Credits. Mithril may, in its sole discretion, provide Customer with credits for promotional or other purposes (“Credits”) for use consistent with the terms of this section. Credits may not be purchased, have no cash value, and are not redeemable for cash. Any payments made by Customer in connection with its eligibility to receive Credits is solely for the items it purchases via the Services. Credits cannot be applied to any previous purchase. Credits will expire on the date expressed at the time of issuance. If no expiration date is provided, Credits will expire 12 months from the date posted to Customer’s account. Upon expiration, Credits will no longer be available and will not be refunded. Credits are non-transferable, may not be resold, auctioned or traded, and may not be split among multiple accounts. Any attempt to combine or transfer Credits will result in forfeiture of all accumulated Credits. Any Credits Customer receives are considered a limited and revocable right solely for use towards purchases made via the Services. Accordingly, Customer acknowledges and agrees that it has no property, proprietary, intellectual property, ownership, or monetary interest in any Credits made available to it.
Customer Material
Licenses; Ownership.
To Mithril. Customer grants Mithril a worldwide, non-exclusive, royalty-free license to process or store Customer Material via the Services and distribute Customer Material to the applicable Compute Partner resource allocated to it for processing or storage, in each case in accordance with the applicable Customer’s instructions. This license is transferable only in connection with Section 12.3 and is sublicensable (through multiple tiers) only to subcontractors performing services on behalf of Mithril in connection with the Platform.
To Compute Partners. Customer grants each Compute Partner that has been allocated a Customer order a worldwide, non-exclusive, royalty-free license to process or store Customer Material via the Compute Partner’s relevant compute resource. This license is transferable only in connection with the Compute Partner undergoing a transaction permitted for assignment by a Party under Section 12.3 (and for third-party Compute Partners, as if they were a Party) and is sublicensable (through multiple tiers) as only to subcontractors performing services on behalf of the Compute Partner in connection with the resource used by Customer.
Ownership. As between Customer and Mithril, subject to the license granted above, Customer retains all rights, title and interest in and to the Customer Materials.
Customer Commitments. Customer represents and warrants that: (a) it has all necessary rights, permissions and consents to grant the licenses in the Terms without violating any applicable laws or rights of any third party, including data protection law and laws protecting intellectual property rights; (b) no Customer Material includes any viruses, worms, Trojan Horses, or any other malware or items that could cause damage or enable unauthorized access to the Services or to any other technology or data of Mithril, a Compute Partner or any other customer; (c) the Customer Material complies with the AUP; and (d) any information it provides regarding its Customer Material, its business or in response to any other requests for information via the Services is and will remain accurate.
Personal Data. If any Customer Material contains personal data, Mithril and each third-party Compute Partner that provides compute resources for Customer each separately and automatically enter into and become bound by a data processing agreement governing the processing of such personal data, the terms of which are available at: mithril.ai/legal/dpa (“DPA”) as of the date in which the relevant order is allocated to it via the Platform. For clarity, Customer directs Mithril to transfer Customer Material to the relevant Compute Partner providing compute resources utilized by Customer via the Platform. Each Compute Partner will act as a direct processor of Customer under the DPA, and not as a sub-processor of Mithril, and the DPA will form a direct contract between Customer and such Compute Partner. In the event of any conflict between the DPA entered into between Mithril and Customer and these Terms, the DPA will prevail.
DMCA Information; Copyright Complaints
(a) Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Mithril has adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.
(b) Reporting Claims of Copyright Infringement. If anyone believes that any content on the Services infringes any copyright that they own or control, they may notify Mithril’s designated agent:
Designated Agent: Copyright Manager
Address: 101 University Ave. #101 Palo Alto, CA 94301
Telephone Number: (408) 256-3193
Email Address: dmca-agent@mithril.ai
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. Failure to comply with all of the requirements of Section 512(c)(3) of the DMCA may be deemed an ineffective notice. If a person knowingly materially misrepresents that any activity or material on the Services is infringing, they may be liable to Mithril for certain costs and damages
Confidentiality
Definition. “Confidential Information” means information that one Party (or its affiliate) discloses to the other Party under the Terms, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient as demonstrated in writing, is rightfully given to the recipient by a third party without confidentiality obligations, becomes public through no fault of the recipient or unauthorized act of a third party, or is a comment or suggestion one Party volunteers about the other Party’s business, products, or services.
Confidentiality Obligations. The recipient will not disclose the discloser’s Confidential Information to any third party except to its subcontractors that need to know it and have a legal obligation to keep it confidential. The recipient will use the Confidential Information only to exercise rights and fulfill obligations under the Terms. The recipient may also disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and reasonably cooperate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as the discloser may deem appropriate. The recipient will ensure that its subcontractors are also subject to the same non-disclosure and use obligations. Mithril may share information about Customer with relevant Compute Partner.
Feedback. Feedback or suggestions provided by Customer or any User regarding the Services or Mithril’s business will be deemed Confidential Information of Mithril, and Mithril is free to use and exploit the feedback or suggestions for any purpose without any obligation or compensation to Customer or any other party.
Publicity. Customer grants Mithril the right to use and display its name and logo on Mithril’s website and in Mithril’s promotional materials to identify Customer as a Mithril customer unless Customer provides written notice to Mithril of its desire to opt out. Following Mithril’s receipt of any such opt out, Mithril will discontinue displaying the name and logo on its website and in any other print or digital promotional materials that remain within Mithril’s possession or control.
Representations and Warranties.
Mutual. Each Party represents and warrants that: (a) it has full power and authority to enter into and fulfill its obligations under the Terms; (b) its execution and performance under the Terms will not result in a breach of any agreement by which it is bound; and (c) it will comply with all laws applicable to it in connection with its performance under the Terms.
Disclaimer. Except as otherwise specified in the Terms, the Services and any software provided in connection therewith are provided on an “AS IS” basis without warranties, express or implied, and Mithril disclaims the implied warranties of merchantability, quality, and fitness for a particular purpose, title, and non-infringement, and all implied warranties arising from a course of dealing, usage, or trade practice. In particular, Mithril makes no representation or warranty regarding the Customer Material generated, including that it will be accurate or error-free. All use of Customer Material is solely at Customer’s own risk.
Indemnity
Customer Indemnity. Customer will defend Mithril, its affiliates, the Compute Partners and its and their respective directors, officers, and employees (“Mithril Indemnified Parties”) against any third-party claim or legal proceeding (including action by a government authority) and indemnify the Mithril Indemnified Parties against all fines or penalties assessed by a government authority or any other liabilities, fines or damages awarded by a court of competent jurisdiction or agreed to in settlement by Customer to the extent any such claim or proceeding arises from: (a) Customer’s breach of the Terms; (b) any Customer Material, including claims of infringement, misappropriation or violation of the intellectual property rights or other rights of any third party; (c) Customer’s negligence, willful misconduct, fraud, or violation of applicable laws; or (d) Customer’s failure to pay any taxes Customer is responsible for under the Terms.
Mithril Indemnity. Mithril will defend Customer and its and their respective directors, officers, and employees (“Customer Indemnified Parties”) against any third-party claim or legal proceeding (including action by a government authority) and indemnify the Customer Indemnified Parties against all fines or penalties assessed by a government authority or any other liabilities, fines or damages awarded by a court of competent jurisdiction or agreed to in settlement by Mithril to the extent any such claim or proceeding arises from: (a) any allegation or claim that Customer’s use of the Services in accordance with the Terms infringes, misappropriates or otherwise violates any intellectual property rights or other rights of any third party; or (b) Mithril’s negligence, willful misconduct, fraud, or violation of applicable laws; provided, however, that Mithril will have no liability under this Section to the extent the claim or liability arises from (i) any combination or use of the Services with any third-party technology or materials, (ii) any Customer Material, (iii) Customer’s negligence, willful misconduct, fraud, or violation of applicable laws; (iv) Customer’s violation of the Terms; or (v) any modification of the Services by any party other than Mithril.
Procedure. The indemnified Party will tender sole control of the indemnified portion of the legal proceeding to the indemnifying Party, except that the indemnified Party may retain control of the defense of any government action at the indemnifying Party’s expense. In all cases, (a) the indemnified Party may appoint its own non-controlling counsel at its own expense; and (b) any settlement requiring the indemnified Party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified Party’s prior written consent.
Limitation of Liability
Except for liability arising from either Party’s gross negligence, willful misconduct, a Party’s obligations under Section 9 or any other matter for which liability cannot be excluded or limited under applicable law: (a) neither Party will have any liability arising out of or relating to the Terms for indirect, special, incidental, or consequential damages; and (b) each Party's aggregate liability arising out of or relating to the Terms will not exceed the amounts paid or payable by Customer to Mithril under the Terms for the 12 months preceding the date on which the first claim giving rise to the liability arose.
Suspension; Termination
Termination by Customer. Customer may terminate the Terms at any time by providing written notice to Mithril.
Suspension or Termination by Mithril. Mithril may suspend or terminate any User account (or all Customer accounts) or Customer’s access to any Compute Partner resource if Mithril reasonably believes (a) Customer has violated any of the Terms, (b) suspension is required to comply with any applicable law, or (c) activities in connection with any of Customer’s accounts pose a security or liability risk to Mithril, any Compute Partner or any other customer of Mithril. Mithril will notify Customer of the suspension (where Mithril deems feasible in advance otherwise as soon as practicable after it begins) and the reason for the suspension and will use reasonable efforts to limit the duration of the suspension to the time period reasonably necessary to address the risks raised by the relevant issue. Customer will remain responsible for its payment obligations under the Terms except that Mithril will provide a pro-rata refund for fees paid for reservation orders if it terminates or suspends for any reason other than pursuant to Section 11.2(a).
Effect of Termination. Upon any termination or expiration of the Terms for any reason, Customer will immediately discontinue all use of the Services and all rights and licenses granted by Mithril under the Terms will immediately terminate. Any section of the Terms which by its nature should survive termination of the Terms will survive, including Sections 1, 4, 6 through 10, 11.3 and 12.
General
Terms Updates. Mithril may make changes to the Terms, including any Supplemental Terms. The “Last Updated” date above indicates when the Terms of Service were last changed. If Mithril makes future changes, it may provide Customer with notice of the changes, such as by sending an email, providing a notice through the Services, or updating the date at the top of the Terms of Service. Unless the notice indicates otherwise, the amended Terms will be effective immediately, and Customer’s continued use of the Services after Mithril provides notice will confirm Customer’s acceptance of the changes. If Customer does not agree to the amended Terms, it must immediately stop using the Services.
Notices. All notices must be in English and in writing. Notice by email will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). Notice to Mithril must be submitted to legal-notices@mithril.ai. Mithril will use reasonable efforts to provide notice to Customer, which, for clarity, includes by email to an email address associated with a User account. Customer remains responsible for ensuring Mithril has up-to-date contact information to submit any required notices.
Assignment. Customer may not assign all or any portion of the Terms without the prior written consent of Mithril. Any attempt to do so without Mithril’s consent is void.
Governing Law. All claims arising out of or related to the Terms or the Services will be governed by the laws of the state of California, excluding California’s conflict of laws rules, and will be litigated exclusively in the federal and state courts of Santa Clara County, California, USA; the Parties consent to personal jurisdiction in these courts.
Limitations. To the extent permitted by applicable law, neither Party may commence litigation over any dispute arising from or relating to the Terms or the Services more than 2 years after the events giving rise to the dispute first arose. After such time, where permitted by law, the dispute is permanently barred, which means that neither Party will no longer have the right to assert that dispute.
No Other Rights. Subject to the limited licenses and rights expressly granted under the Terms, nothing in the Terms will be deemed to grant a Party or any third party, expressly or by implication, estoppel or otherwise, any right or permission to use any intellectual property of the other Party for any purpose.
No Waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Terms.
No Agency. The Terms do not create any agency, partnership, joint venture, or fiduciary duty between the Parties (or between Mithril and any third-party Compute Partner).
No Third-Party Beneficiaries. The Terms do not confer any benefits on any third party unless it expressly states that it does. Any applicable third-party Compute Partner will be deemed a third-party beneficiary of the licenses granted to it by Customer under the Terms and the obligations of Customer in Section 9.
Force Majeure. Any delay in or failure of performance by either Party under the Terms will not be considered a breach of the Terms and will be excused to the extent caused by any occurrence beyond the reasonable control of such Party, including acts of God, power outages, telecommunication system failures, and governmental restrictions.
Entire Agreement. The Terms state all the terms agreed between the Parties and supersede all other agreements between the Parties relating to its subject matter. In entering into the Terms, neither Party has relied on, and neither Party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in the Terms. Any terms or conditions on a purchase invoice, or other document from Customer will be void.
Severability. If any part of the Terms is invalid, illegal, or unenforceable, the rest of the Terms will remain in effect.
Construction. The words “includes” or “including” are not intended to be exclusive and shall be interpreted to mean “including, but not limited to.” The word “or” is not intended to be interpreted as “and/or” unless context indicates otherwise. Words used in the singular, where the context so permits, will be deemed to include the plural and vice versa.
Execution; Counterparts. The Parties may execute the Terms using electronic signatures, including by Customer completing the online contract formation process designated by Mithril through the Services.