Master Services Agreement
The enterprise template: Order Forms, service levels per Order Form, confidentiality, IP, indemnities, term and termination.
Effective date: 2026-09-25. Operator: Kotoba Labs Inc., a Delaware corporation (United States).
Draft. Published 2026-09-25 and pending review by counsel. It describes how the service works today and may change; the date above changes with every revision. Questions: legal@mithril.fund.
This template is the starting point for enterprise contracts. It binds only when an Order Form referencing it is signed by both parties. Request a signable copy at legal@mithril.fund.
1. Structure
The agreement consists of this MSA, each Order Form, the Data Processing Addendum, and the Acceptable Use Policy. If they conflict, the Order Form prevails for its commercial terms, then the DPA for personal data, then this MSA.
2. Services and Order Forms
Each Order Form states the services, subscription term, quantities, fees, invoicing, and any service-specific terms. Additional orders require a new Order Form.
3. Service levels
Service levels and service credits are as stated in the Order Form. Where an Order Form states none, no service level applies.
4. Fees and payment
Fees are as stated in the Order Form, in USD, exclusive of taxes. Unless the Order Form says otherwise, invoices are due 30 days from the invoice date. Customer is responsible for taxes other than taxes on our net income.
5. Customer obligations
Customer ensures its users comply with the Acceptable Use Policy, keeps credentials secure, and has the rights and notices needed for the data it submits. Customer complies with export control and sanctions laws as set out in section 6 of the Terms of Service.
6. Confidentiality
Each party keeps the other's Confidential Information confidential, uses it only to perform this agreement, and discloses it only to personnel and advisers bound by equivalent duties. Exceptions: information that is public through no fault of the recipient, already known, independently developed, or rightfully received from a third party. Compelled disclosure is permitted with prompt notice where lawful. These obligations last for the term and five years after, and indefinitely for trade secrets.
7. Intellectual property
Customer owns its data, inputs and outputs generated for it. We own the service, its software and improvements; no rights are granted except as expressly stated. Feedback may be used without obligation. We do not train models on Customer data.
8. Security and data protection
We maintain the technical and organisational measures in the DPA security annex and process personal data under the DPA.
9. Warranties
Each party warrants it has authority to enter this agreement. We warrant the services will perform materially as described in the documentation during the subscription term; Customer's remedy for breach is re-performance or, failing that, termination of the affected order and a refund of prepaid unused fees. Otherwise the services are provided “as is”.
10. Indemnification
We will defend Customer against third-party claims that the services, as provided, infringe that party's intellectual property rights, and pay resulting damages finally awarded or agreed in settlement. Customer will defend us against third-party claims arising from Customer data or Customer's use in breach of the Acceptable Use Policy. The indemnified party must give prompt notice, sole control of the defence, and reasonable cooperation.
11. Limitation of liability
Neither party is liable for indirect, consequential, special or punitive damages or lost profits. Each party's aggregate liability is limited to the fees paid or payable under the relevant Order Form in the 12 months before the claim, unless the Order Form states another cap. The limits do not apply to indemnification obligations, breach of confidentiality, or Customer's payment obligations, to the extent permitted by law.
12. Term and termination
This MSA lasts while any Order Form is in effect. Either party may terminate an Order Form for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. On termination, fees due remain payable and we make Customer data available for export for 30 days, then delete it as the DPA provides.
13. General
Governing law: Delaware, with exclusive venue in the state and federal courts located in Delaware. Notices to us: legal@mithril.fund. Neither party may assign without consent except to a successor of its business. Force majeure excuses delay beyond a party's reasonable control. This agreement is the entire agreement on its subject.