Legal
The binding agreement governing your access to and use of the Vithril AI-powered spreadsheet workspace, including its web application, desktop application, and APIs.
Last updated · June 23, 2026
These Terms of Use govern your access to and use of the Vithril platform and related services. Please read them carefully. They contain important provisions that allocate risk between you and Vithril, including a disclaimer of warranties (Section 17), a limitation of liability (Section 18), indemnification obligations (Section 19), a one-year period within which claims must be brought, and a Delaware governing-law and exclusive-venue provision (Section 22).
Last Updated: June 23, 2026. Effective Date: June 23, 2026. Version: 2026-06-23. The "Last Updated" date above identifies the version of these Terms currently in effect and is the date referenced by the change-notification mechanism in Section 21.
1.1 Parties. These "Terms" constitute a binding agreement between "Vithril" (also "we", "us", or "our"), meaning Vithril, Inc., a Delaware (USA) corporation, and you, the individual or entity that accesses or uses the Service ("you", "your", or "Customer").
1.2 The Service. "Service" means, collectively, the Platform, the web application, the desktop application, the APIs, the AI Features, and all related software, websites, Documentation, and support made available by Vithril, together with any updates, enhancements, and new features.
1.3 Acceptance. You accept these Terms and agree to be bound by them when you do any of the following: (a) click a button or check a box indicating acceptance; (b) execute an Order that references these Terms; or (c) access or use any part of the Service. If you do not agree to these Terms, you must not access or use the Service.
1.4 Authority & Organizational Binding. If you accept these Terms or use the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "Customer" refer to that entity. If you lack such authority, you must not accept these Terms or use the Service on the entity's behalf.
1.5 Orders. An "Order" means an online or written ordering document, subscription selection, order form, or statement of work that references these Terms and sets out the plan, fees, quantities, term, and other commercial terms applicable to your subscription.
1.6 Order of Precedence. In the event of a conflict among the documents that make up the agreement between the parties, the following order of precedence applies, from highest to lowest: (a) a Master Agreement; (b) the DPA; (c) an applicable Order; and (d) these Terms. Except as expressly modified by a higher-priority document, all other provisions remain in full force and effect.
1.7 Definitions. Capitalized terms have the meanings given where first defined and used consistently thereafter. The following additional defined terms apply throughout:
2.1 Description. The Service is an AI-powered spreadsheet workspace that enables Users to create, import, edit, and export spreadsheets and workbooks; organize work into folders and data rooms; upload reference documents (such as PDF, CSV, and Excel files) for use as AI context; collaborate and share; maintain workbook version history and restore prior versions; and use AI Features to assist with spreadsheet work.
2.2 Delivery Channels. The Service is delivered through (a) a web application; (b) a desktop application; and (c) APIs. Each channel is part of the Service and is governed by these Terms.
2.3 Desktop Application & Scoped Local Access. The desktop application may, at your direction, access files on your device on a scoped basis. Files on your device are not automatically uploaded to or processed by the Service merely because they exist on the device; a file is accessed, uploaded, or used as context only when you select it or otherwise direct the application to do so. You are responsible for ensuring that you have the rights necessary to grant such access.
2.4 APIs. Where Vithril makes APIs available, your use of the APIs is subject to these Terms and any applicable rate limits, scopes, and technical requirements communicated by Vithril. You must not use the APIs in a manner that exceeds authorized limits or that is designed to circumvent usage, billing, or access controls.
2.5 Connected Services. The Service may interoperate with third-party services that you choose to connect, including cloud file connectors such as Google Drive, OneDrive, and SharePoint (via Microsoft Graph), and information sources such as web search, SEC/EDGAR, and public datasets. Your use of any such Connected Service is governed by Section 8.
2.6 Updates & Continuity of Core Functionality. Vithril continuously develops the Service and may add, modify, or remove features, functionality, or integrations at any time. Vithril will not materially degrade the core functionality of the Service for which a paid Customer has contracted during that Customer's then-current paid subscription term. If Vithril materially degrades such core functionality and does not restore it within thirty (30) days after the affected Customer's written notice, the Customer's sole and exclusive remedy is to terminate the affected subscription and receive a pro-rated refund of prepaid, unused fees for the terminated portion of the term. This Section 2.6 does not apply to Free plans or Beta Features.
2.7 Beta & Preview Features. Vithril may make beta, preview, or evaluation features available. Such features are governed by Section 20 and are provided on an "as is" basis without warranties or service commitments.
3.1 Eligibility. You must be at least 13 years of age (or older where a higher minimum age applies under the laws of your country or region) to access or use the Service. If you are under 18, or are otherwise a minor in your jurisdiction, you may use the Service only with the involvement, consent, and supervision of a parent or legal guardian who agrees to be bound by these Terms and is responsible for your use of the Service. By using the Service, you represent and warrant that you meet these age requirements and that you either have the legal capacity to enter into these Terms or have obtained the consent of a parent or legal guardian. The Service is not directed to, and may not be used by, anyone under 13.
3.2 Account Registration. To use most features of the Service, you must register for an account and provide accurate, current, and complete information. You agree to keep your account information up to date.
3.3 Users. Customer may permit Users to access and use the Service under Customer's account, subject to the seat and plan limits in the applicable Order. Customer is responsible for (a) ensuring each User complies with these Terms; (b) all acts and omissions of its Users; and (c) any activity occurring under Customer's account, whether or not authorized.
3.4 Log-in Credentials. "Log-in Credentials" means the usernames, passwords, API keys, tokens, and other authentication credentials used to access the Service. You must keep Log-in Credentials confidential, must not share them except as expressly permitted, and are responsible for all use of the Service through your Log-in Credentials.
3.5 Organization Admins & Owners. Accounts may designate administrators or owners (each an "Admin") with elevated permissions, including the ability to provision and deprovision Users, configure settings, access account data and content, and manage billing. Customer is responsible for designating appropriate Admins and for the actions taken by its Admins.
3.6 Account Security & Notification. You must notify Vithril promptly at security@vithril.com upon becoming aware of any unauthorized access to or use of the Service or any compromise of Log-in Credentials. Vithril is not liable for losses arising from unauthorized use of your account that result from your failure to safeguard Log-in Credentials.
3.7 Account Disputes & Enterprise Claiming. Where an account is registered using an email address or domain associated with an organization (including in connection with single sign-on, SCIM provisioning, or directory integration), Vithril may, in its reasonable discretion and upon verification of that organization's control of the relevant domain, transfer administrative control of the account, and the associated Customer Content created in the course of organizational use, to that organization's verified Admin. Vithril is not responsible for, and disclaims liability for, any resulting changes in access, ownership, or control as between an individual User and an organization, and the parties to any such dispute must resolve it between themselves. Vithril may decline to adjudicate competing claims of account ownership and may suspend access pending resolution.
4.1 Plans. The Service is offered under the following plans: "Free"; "Pro" at USD $20 per User per month; "Max" at USD $200 per User per month; and "Enterprise" at custom pricing set out in an Order. Plan features, limits, and entitlements are as described at the point of purchase or in the applicable Order.
4.2 Annual Billing Discount. Where annual billing is selected for a paid plan, a discount of ten percent (10%) off the otherwise-applicable annual price applies, as presented at the time of purchase.
4.3 Usage-Based AI Fees. On paid plans, AI usage is billed on a usage-based basis in addition to subscription fees. Usage is measured by Vithril based on the AI Features consumed (for example, model requests and associated processing), as reflected in your account. You authorize Vithril to charge usage-based fees as they accrue or on a periodic basis.
4.4 Payment Authorization. Fees are processed through our payment providers. By providing a payment method, you authorize Vithril and its payment providers to charge all fees due under your plan and usage, including recurring subscription fees, usage-based fees, and applicable taxes, to that payment method.
4.5 Automatic Renewal & Cancellation. Paid subscriptions automatically renew for successive periods equal to the then-current subscription period (monthly or annual, as selected) at the then-current rates, unless cancelled before the end of the current period. At purchase, the renewal frequency and renewal amount are presented to you clearly and conspicuously, and your enrollment in automatic renewal is the result of your affirmative consent. You may cancel automatic renewal at any time through a self-service cancellation mechanism made available within the Service (for example, in account or billing settings) or as set out in an Order, without contacting support and without any unreasonable obstacle; cancellation takes effect at the end of the then-current paid period. Vithril will send a billing reminder by email to the address associated with your account before each charge, and, for annual subscriptions, will send such reminder a reasonable time before the renewal date. Vithril will comply with applicable automatic-renewal and negative-option laws, and to the extent any provision of this Section conflicts with a mandatory requirement of such laws as applied to you, that requirement controls.
4.6 Invoiced Orders & Non-Payment. Unless an Order states otherwise, fees for invoiced Enterprise Orders are due net thirty (30) days from the invoice date, and all other fees are due upon charge to your payment method. If any fee is not paid when due, Vithril may, in addition to its other rights, (a) suspend access to the Service in whole or in part until payment is made; (b) assess interest on overdue amounts at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, accruing from the due date until paid; and (c) recover its reasonable costs of collection, including reasonable attorneys' fees and collection-agency fees.
4.7 Price Changes. Vithril may change its fees and introduce new charges. For paid subscriptions, Vithril will provide notice of a price change applicable to a renewal term at least thirty (30) days before the change takes effect, and the change will take effect at the start of the next renewal term. If you do not agree to a price change, you may cancel before the renewal date as described in Section 4.5; your continued use after the change takes effect constitutes acceptance of the revised fees.
4.8 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes and duties associated with your purchase, excluding taxes based on Vithril's net income. If Vithril is required to collect or remit such taxes, they will be added to the amounts charged to you.
4.9 Refunds. Except where required by applicable law, all fees are non-refundable, and there are no refunds or credits for partial periods, unused features, or downgrade of plans.
4.10 Trials & Credits. Vithril may offer free trials, promotional credits, or other introductory offers, subject to additional terms presented at the time of the offer. Vithril may modify or discontinue trials and credits at any time, and unused credits have no cash value and are non-transferable.
5.1 Definition. "Customer Content" means all data, spreadsheets, workbooks, files, documents, prompts, instructions, and other materials that you or your Users upload to, create in, submit through, or provide as context to the Service.
5.2 Ownership. As between the parties, you retain all right, title, and interest in and to your Customer Content. These Terms do not transfer any ownership of Customer Content to Vithril.
5.3 License to Vithril. You grant Vithril a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process, and otherwise use Customer Content solely as necessary to (a) provide, maintain, secure, and support the Service to you; (b) perform the functions you request, including AI Features and Connected Services you invoke; (c) generate Aggregated Data as permitted by Section 5.7; and (d) comply with law. This license is limited to the purposes described in these Terms and continues only for so long as is necessary to provide the Service and as described in Section 16.
5.4 Customer Representations. You represent and warrant that (a) you own or have all rights, consents, and permissions necessary to provide Customer Content to the Service and to grant the license in Section 5.3; (b) Customer Content and its use with the Service do not violate any law or infringe or misappropriate any third-party right; and (c) you are responsible for the accuracy, quality, legality, and appropriateness of Customer Content.
5.5 Responsibility for Content. You are solely responsible for Customer Content and for your decisions about what to upload, connect, share, or process through the Service. Vithril does not monitor Customer Content except as necessary to operate the Service, enforce these Terms, or comply with law.
5.6 No Training on Customer Content. Vithril does not use Customer Content to train, fine-tune, or improve any machine-learning model, whether a foundation model or otherwise. Vithril's use of Customer Content for AI Features is limited to processing your requests, as further described in Section 6. AI Model Providers process prompts and context only to fulfill a request and, under their applicable API terms, do not use that data to train their models. The only exception to this Section is Vithril's generation and use of Aggregated Data as expressly permitted by Section 5.7.
5.7 Aggregated & De-Identified Data. Notwithstanding anything to the contrary, Vithril may generate, retain, and use aggregated, de-identified, and statistical data, together with service usage, telemetry, and operational signals (collectively, "Aggregated Data"), to operate, secure, analyze, troubleshoot, and improve the Service. Aggregated Data does not identify, and may not reasonably be re-identified to identify, Customer, any User, or any individual, and does not reveal the substance of Customer Content. Aggregated Data is not Customer Content, Vithril owns all Aggregated Data, and Vithril's rights to use Aggregated Data survive termination. Nothing in this Section permits Vithril to use Customer Content to train machine-learning models in violation of Section 5.6.
5.8 Restricted Data. The Service is not designed for, and you must not use it to upload, submit, generate, or process, any of the following without a separate written agreement expressly permitting such use: (a) protected health information or other data subject to the U.S. Health Insurance Portability and Accountability Act (HIPAA) (Vithril does not offer a Business Associate Agreement absent express written agreement); (b) full payment-card or cardholder data subject to the PCI DSS beyond what is handled by our payment providers; (c) biometric identifiers or biometric information; (d) government-issued identification numbers, financial account credentials, or other data triggering heightened statutory duties; or (e) personal information of children under the age of 13 (or the applicable age of digital consent) (collectively, "Restricted Data"). You are solely responsible for, and will defend and indemnify Vithril against claims arising from, your submission of Restricted Data to the Service without such a written agreement.
6.1 Assistive Nature. The AI Features are assistive tools that read selected workbook and file context, generate formulas, summarize data, search connected or public sources, and suggest or apply spreadsheet edits at your direction. They are designed to support, not replace, your own judgment.
6.2 Output & Ownership. "Output" means the content, suggestions, formulas, summaries, search results, and other material generated by the AI Features in response to your prompts or context. As between you and Vithril, and to the extent permitted by applicable law and the applicable AI Model Provider terms, Vithril assigns to you, or you own, all of Vithril's right, title, and interest in Output generated for you, subject to (a) Vithril's and its licensors' rights in the Service; and (b) the fact that Output is non-unique and the same or similar Output may be generated for Vithril or other users. You may use Output in connection with your lawful use of the Service.
6.3 Output May Be Inaccurate. AI Features are probabilistic and may produce Output that is inaccurate, incomplete, outdated, or otherwise inappropriate, including incorrect formulas, calculations, or summaries. Output may not be unique, and similar Output may be generated for other users. You must not rely on Output as a sole source of truth.
6.4 Human Review Responsibility. You are responsible for reviewing, verifying, and validating Output before relying on or acting upon it, and for any edits that the AI Features apply at your direction. You retain control over whether to accept, modify, or reject any suggested or applied edit.
6.5 AI Agent Features. Certain AI Features may operate as agents that, once invoked and configured by you, perform a sequence of spreadsheet actions, searches, or edits with limited autonomy. You acknowledge and agree that (a) all agent actions are taken under your authorization, instruction, and configuration, and you are responsible for the scope, permissions, and inputs you provide to an agent; (b) you are responsible for reviewing changes applied by an agent, and Vithril recommends reviewing the affected workbook and, where appropriate, creating or relying on workbook version history before initiating an agent run so that prior states may be restored; and (c) to the fullest extent permitted by law, Vithril is not liable for any loss, corruption, overwriting, or unintended modification of Customer Content arising from the operation of an AI agent that you have invoked, subject to the limitations in Section 18. Workbook version history and restore are provided as a recovery convenience and not as a guaranteed backup service.
6.6 Not Professional Advice. Output is not, and must not be relied upon as, legal, tax, accounting, financial, investment, medical, or other professional advice. You should obtain advice from a qualified professional before making decisions based on Output.
6.7 Provider Processing. The AI Features rely on AI Model Providers, including Anthropic and OpenAI. When you invoke an AI Feature, your prompts and selected context are transmitted to and processed by the applicable AI Model Provider solely to fulfill your request. Under the applicable provider API terms, such providers do not use that data to train their models.
6.8 No Training on Output. In addition to Section 5.6, Vithril does not use Output to train, fine-tune, or improve any machine-learning model, whether a foundation model or otherwise, except for the generation and use of Aggregated Data as permitted by Section 5.7.
6.9 Usage Measurement. Vithril measures AI usage for billing and operational purposes as described in Section 4.3. You authorize such measurement and the associated usage-based charges.
7.1 Prohibited Conduct. You must not, and must not permit any User or third party to, do any of the following:
7.2 Enforcement. Vithril may investigate suspected violations of this Section and may remove or disable content, restrict or suspend access (as described in Section 15), or terminate accounts in response to violations. Vithril may report unlawful content or activity to appropriate authorities.
7.3 Customer Responsibility. You are responsible for ensuring that all Users comply with this Section and for any violation by a User or by any person using your account.
8.1 Connected Services. A "Connected Service" is any third-party product, service, or data source that you choose to connect to or access through the Service, including cloud file connectors (Google Drive, OneDrive, SharePoint via Microsoft Graph) and information sources (web search, SEC/EDGAR, public datasets).
8.2 Authorization to Exchange Data. When you enable or use a Connected Service, you authorize Vithril to access, retrieve, transmit, and exchange data with that Connected Service as necessary to provide the requested functionality, in accordance with the scopes and permissions you grant.
8.3 Third-Party Terms. Your use of a Connected Service is governed by the third party's own terms and privacy practices. You are responsible for complying with those terms and for any data you access, import, or export through a Connected Service.
8.4 No Responsibility for Third-Party Materials. Vithril does not control and is not responsible for any Connected Service or for any third-party data, public filings, web results, datasets, or other materials accessed through the Service ("Third-Party Materials"). Third-Party Materials may be inaccurate, incomplete, or outdated, and Vithril makes no representations or warranties regarding them. Vithril is not responsible for the availability, modification, or discontinuation of any Connected Service.
9.1 Collaboration Features. The Service allows you to collaborate with others, share workbooks and files, organize content into data rooms, and create share links. You control whom you invite and the permissions you grant.
9.2 Responsibility for Sharing. You are solely responsible for the recipients you invite, the permission levels you assign, and the Customer Content you choose to share. Anyone with access to a share link may be able to view the associated content according to the permissions you set; you are responsible for managing and revoking access as appropriate.
9.3 Data Rooms. A "Data Room" is a collection of files and content that you may share with selected recipients for review. You are responsible for the contents of any Data Room, the recipients you grant access to, and the appropriateness of sharing the relevant Customer Content.
9.4 Rights of Recipients & Effect of Revocation. Where you share Customer Content with another account, User, or recipient (including through a share link or a Data Room), the recipient's rights to access, copy, retain, and use that content are governed by the permissions you grant and by the recipient's own agreement with Vithril, and not by your license rights. Content that a recipient has already viewed, downloaded, exported, or copied while access was active is outside your control, and revoking a share link or Data Room access prospectively disables further access but does not retract, recall, or delete copies the recipient previously obtained. Vithril is not responsible for a recipient's use or retention of content shared with that recipient.
9.5 Jointly Accessed Content on Termination. Where Customer Content has been shared into another customer's account or a jointly accessed Data Room, termination or account closure by one party affects only that party's own access and rights; it does not, by itself, terminate another party's independent access to copies or content lawfully within that other party's account. Each party remains responsible for its own copies of shared content following any termination.
9.6 Admin Access. Where Customer is an organization, Admins may have the ability to access, manage, and control content and activity within Customer's account, including content created or shared by individual Users. As between Vithril and Customer, Customer is responsible for its Admins' exercise of these capabilities.
10.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Customer Content, the non-public features and performance of the Service, security reports and assessments, and pricing and Order terms.
10.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate (a) is or becomes publicly available without breach of these Terms; (b) was known to it without obligation of confidentiality before disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
10.3 Use & Protection. The Receiving Party will (a) use Confidential Information only to perform under or exercise its rights under these Terms; (b) protect it using at least the degree of care it uses for its own confidential information of like kind, and no less than reasonable care; and (c) limit access to those personnel and agents who need it and are bound by confidentiality obligations no less protective than these.
10.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party reasonable prior notice and cooperates in any effort to seek protective treatment.
11.1 Privacy Policy. Vithril's handling of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge the Privacy Policy. State-law and other jurisdiction-specific consumer privacy rights and disclosures are addressed in the Privacy Policy.
11.2 Controller / Processor Framing. Where you use the Service to process personal data of third parties (for example, individuals whose data appears in Customer Content), you generally act as the controller (or equivalent) of that personal data, and Vithril acts as a processor or service provider (or equivalent) that processes such data on your behalf and in accordance with your instructions as set out in these Terms, the Privacy Policy, and the DPA.
11.3 Data Processing Addendum. Vithril's "DPA" is incorporated into these Terms by reference and applies automatically, without the need for separate signature, where and to the extent your use of the Service involves Vithril's processing of personal data on your behalf that is subject to applicable data protection laws (including the GDPR, UK GDPR, and the CCPA and similar U.S. state laws). The DPA includes the processing terms required by such laws, including the service-provider and processor restrictions that support Section 11.4. Enterprise customers may request a negotiated form of the DPA from legal@vithril.com; once executed, that form governs in place of the standard DPA in accordance with the order of precedence in Section 1.6.
11.4 No Sale or Cross-Context Advertising. Vithril does not sell personal information and does not share personal information for cross-context behavioral advertising.
11.5 Hosting & Data Residency. The Service is hosted in the United States. EU data residency is available for Enterprise customers, as described in an applicable Order or the DPA.
11.6 Subprocessors. Vithril uses Subprocessors and other vendors to provide the Service. Vithril maintains a current list of Subprocessors, available on request from privacy@vithril.com and, where provided, as referenced in the DPA. As of the Last Updated date, Vithril's Subprocessors and key vendors include, currently: Convex (backend infrastructure, database, and file storage); Vercel (web hosting); WorkOS (authentication, SSO, and SCIM); Stripe and Autumn (billing and payments); Anthropic and OpenAI (AI Model Providers); Reducto (document parsing and extraction); Google and Microsoft (cloud file integrations); Hugging Face (datasets); Sentry (error monitoring); PostHog (product analytics); and Resend (transactional email). This list is illustrative and may change. Vithril will make reasonable efforts to provide advance notice of a material new Subprocessor (for example, by updating the Subprocessor list or by notice to Admins), and DPA customers may exercise the objection rights set out in the DPA. Each Subprocessor processes data only as necessary to provide its respective service and is bound by obligations consistent with these Terms, the Privacy Policy, and the DPA.
11.7 Consumer Rights Savings. Where you are a consumer under applicable law, the mandatory consumer-protection rights and disclosures provided to you under that law, including those addressed in the Privacy Policy, are not waived or limited by these Terms.
12.1 Ownership of the Service. As between the parties, Vithril and its licensors own all right, title, and interest in and to the Service, the Platform, and all related software, technology, designs, Documentation, and intellectual property, including all improvements and enhancements and including Vithril's proprietary software, technology, and any models developed by Vithril. Vithril's rights in any third-party models, including foundation models provided by AI Model Providers, are as licensed from the applicable providers, and nothing in these Terms grants Vithril ownership of such third-party models. No rights are granted to you except as expressly stated in these Terms.
12.2 Reservation of Rights. All rights not expressly granted to you are reserved by Vithril and its licensors. You receive only a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term in accordance with these Terms and the applicable Order.
12.3 Aggregated Data & Improvement. For the avoidance of doubt and consistent with Sections 5.6, 5.7, and 6.8, Vithril owns all Aggregated Data and may use it to operate, secure, and improve the Service, including through internal analysis of de-identified signals, provided that Vithril does not use Customer Content to train machine-learning models. This Section is intended to be read consistently with the no-training commitments, and in the event of any apparent conflict, the no-training commitments in Sections 5.6 and 6.8 control as to the use of Customer Content.
12.4 Feedback. If you provide suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant Vithril a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use and exploit the Feedback for any purpose without restriction or obligation to you.
12.5 Trademarks. "Vithril" and Vithril's logos and product names are trademarks of Vithril. You may not use them without Vithril's prior written consent. All other trademarks are the property of their respective owners.
13.1 Technical & Organizational Measures. Vithril maintains administrative, technical, and physical safeguards designed to protect the Service and Customer Content, including encryption in transit (TLS 1.3) and at rest (AES-256), scoped and role-based access controls, and logging and monitoring of the Service.
13.2 Certifications In Progress. Vithril's security compliance program includes SOC 2 Type 1 and Type 2 examinations, which are in progress. Vithril does not represent that any such certification has been completed unless and until it expressly states otherwise in writing.
13.3 Customer Security Responsibilities. You are responsible for configuring your use of the Service securely, including managing Users and permissions, safeguarding Log-in Credentials, applying appropriate sharing settings, and promptly deprovisioning access that is no longer needed.
13.4 Vulnerability Disclosure. If you believe you have discovered a security vulnerability in the Service, please report it to security@vithril.com. Vithril will acknowledge a good-faith report within one (1) business day. You must not exploit a vulnerability beyond the minimum testing necessary to identify it, must not access or modify data that is not yours, and must give Vithril a reasonable opportunity to remediate before public disclosure. Information you submit through this process, and any security report or assessment shared by either party, is Confidential Information under Section 10.
14.1 Support. Vithril provides support for the Service as follows: Free plan users may access self-service Documentation and community resources; Pro and Max subscribers may additionally contact Vithril support by email through the channels identified in the Service; and Enterprise customers receive the support described in their Order. Support is provided during Vithril's standard business hours unless an Order states otherwise.
14.2 Service Levels. No uptime, availability, or response-time service-level commitment applies to the Free, Pro, or Max plans. Any uptime or availability service-level agreement applies only to Enterprise customers and only if expressly set out in a written SLA exhibit to an Order, which states the sole and exclusive remedy (such as service credits) for any failure to meet a committed level. Absent such a written SLA, the Service is provided without any service-level commitment, subject to Section 17.
14.3 Supported Environments. Vithril supports the current and immediately prior major versions of modern, widely used web browsers for the web application, and the operating-system versions identified in the Documentation for the desktop application. The Service may not function correctly on unsupported environments.
14.4 Backup & Restore. Vithril performs routine backups of Service data as part of its operations and offers workbook version history and restore as a recovery convenience within the Service. These mechanisms are not a substitute for your own backups, and except as expressly stated in an Order, Vithril does not commit to a specific backup cadence, retention period, or recovery objective. You are responsible for maintaining your own copies of Customer Content that you cannot afford to lose.
15.1 Grounds for Suspension. Vithril may suspend your or any User's access to the Service, in whole or in part, if (a) you breach these Terms, including Section 7; (b) fees are overdue as described in Section 4.6; (c) your use poses a security, legal, or operational risk to the Service or others; or (d) suspension is required by law or to respond to legal process.
15.2 Emergency Suspension. Where Vithril reasonably determines that immediate action is necessary to protect the Service, other customers, or third parties, Vithril may suspend access without prior notice and will provide notice as soon as reasonably practicable.
15.3 Effect & Restoration. Vithril will use commercially reasonable efforts to limit the scope and duration of a suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved. Suspension does not relieve you of your payment obligations for the affected period.
16.1 Term. These Terms take effect when you first accept them and continue until your account is closed or the Terms are terminated. Paid subscriptions run for the period stated at purchase or in the applicable Order and renew as described in Section 4.5.
16.2 Termination for Convenience. You may terminate by closing your account or cancelling your subscription at any time; cancellation takes effect at the end of the then-current paid period, and no refund is owed except as required by law. Vithril may terminate a Free plan or discontinue the Service to you for convenience on reasonable notice.
16.3 Termination for Cause. Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within thirty (30) days after written notice. Vithril may terminate immediately for breaches of Section 7 or for unlawful use of the Service.
16.4 Effect of Termination. Upon termination or expiration, your right to access and use the Service ceases. Any fees accrued before the effective date of termination remain payable.
16.5 Data Export Window. For a period of thirty (30) days following termination (or such other period stated in an applicable Order), Vithril will make Customer Content available for export through the Service's standard export functionality, unless prohibited by law or unless termination resulted from your unlawful conduct.
16.6 Deletion. After the export window, Vithril may delete or de-identify Customer Content in the ordinary course, subject to retention required by law and to backup, log, and similar records that are deleted in accordance with Vithril's standard retention practices. This Section does not require deletion of Aggregated Data.
16.7 Survival. The following provisions, together with any other provision that by its nature should survive, survive any termination or expiration of these Terms, to the extent stated and including all definitions in Section 1.7 necessary to interpret them: Section 4 (with respect to accrued and unpaid fees and the non-refundability provision in Section 4.9), Sections 5.1, 5.2, 5.4, 5.6, 5.7, and 5.8, Sections 6.2 through 6.8, Section 7, Section 8.4, Section 9.4 and 9.5, Section 10, Section 11 (with respect to post-termination data handling and the DPA), Section 12, Sections 13.3 and 13.4, Sections 16.4 through 16.6 and this Section 16.7, Section 17, Section 18, Section 19, Section 20.2, Section 22, Section 23, and Section 24. This Section 16.7 is the sole authoritative statement of survival; the general clause in Section 23.13 does not separately add Section 23 or duplicate this list.
17.1 "As Is" / "As Available". The Service is provided "AS IS" and "AS AVAILABLE", with all faults and without warranty of any kind. Any limited warranty or service-level commitment, if any, is stated solely in a written Order or SLA exhibit, and no SLA or availability warranty applies in the absence of a written one.
17.2 Disclaimer. To the fullest extent permitted by law, Vithril and its licensors and suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranties arising from course of dealing or usage of trade.
17.3 No Warranty re AI Output, Reliance, or Availability. Vithril does not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Service or any Output will meet your requirements or be accurate, complete, reliable, or current. AI Features are provided without warranty as to the correctness, suitability, or reliability of any Output, and Third-Party Materials and Connected Services are provided without warranty. Without limiting Sections 6.3 through 6.6, Vithril is not responsible for any decision you make, or action you take, in reliance on Output.
17.4 Jurisdictional & Consumer Limits. Some jurisdictions do not allow the exclusion of certain warranties or the disclaimer of implied warranties as against consumers; to that extent, the above exclusions may not apply to you, and any non-waivable warranties are limited to the minimum scope and duration required by law. Section 23.14 (Consumers) further governs the application of these disclaimers to consumers.
18.1 Exclusion of Indirect Damages. To the fullest 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, revenue, goodwill, data, or business, arising out of or related to these Terms or the Service, whether in contract, tort, or otherwise, and even if advised of the possibility of such damages.
18.2 Aggregate Cap. To the fullest extent permitted by law, each party's total aggregate liability arising out of or related to these Terms and the Service will not exceed the greater of (a) the total fees paid or payable by you to Vithril in the twelve (12) months immediately preceding the event giving rise to the liability; or (b) one hundred U.S. dollars (USD $100).
18.3 Exceptions. The limitations in this Section do not apply to liability that cannot be limited or excluded under applicable law. The cap in Section 18.2 does not apply to (a) your payment obligations under Section 4; or (b) your indemnification obligations under Section 19.1. For the avoidance of doubt, the cap in Section 18.2 does apply to Vithril's indemnification obligations under Sections 19.2 and 19.3, and the express remedy limitation in Section 19.4 is not overridden by this Section 18.3.
18.4 Allocation of Risk. The limitations and exclusions in this Section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain, and will apply even if any limited remedy fails of its essential purpose.
19.1 Indemnification by Customer. You will defend, indemnify, and hold harmless Vithril and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, and any resulting damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) finally awarded or agreed in settlement, arising out of or related to (a) Customer Content; (b) your use of the Service in breach of these Terms; (c) your violation of any law or third-party right; (d) your use of Output, Connected Services, or Third-Party Materials; or (e) your submission of Restricted Data in violation of Section 5.8.
19.2 Vithril IP Defense. Vithril will defend you against any third-party claim alleging that the Service, as provided by Vithril and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages and costs finally awarded against you (or agreed in settlement) attributable to such claim, subject to the limitation in Section 18.2.
19.3 Remedies. If the Service becomes, or in Vithril's opinion is likely to become, the subject of an infringement claim, Vithril may, at its option and expense, (a) procure the right for you to continue using the Service; (b) modify or replace the Service so it is non-infringing while substantially preserving its functionality; or (c) terminate the affected subscription and refund any prepaid, unused fees for the terminated portion of the term.
19.4 Exclusions & Exclusive Remedy. Vithril has no obligation under Section 19.2 to the extent a claim arises from (a) Customer Content; (b) use of the Service in breach of these Terms or applicable law; (c) combination of the Service with products, data, or services not provided by Vithril where the claim would not have arisen but for the combination; (d) modifications not made by Vithril; or (e) Connected Services, Third-Party Materials, or Beta Features. Sections 19.2 and 19.3 state Vithril's entire liability and your exclusive remedy for any claim of infringement.
19.5 Procedure. The party seeking indemnification (the "Indemnified Party") will (a) promptly notify the party providing indemnification (the "Indemnifying Party") of the claim (provided that a delay in notice relieves the Indemnifying Party of its obligations only to the extent it is materially prejudiced); (b) permit the Indemnifying Party to assume sole control of the defense and settlement of the claim, except that the Indemnified Party may at its option participate in the defense with its own counsel at its own expense; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnifying Party may not enter into any settlement that admits fault or wrongdoing by, imposes any non-monetary obligation or liability on, requires any payment by, or unreasonably restricts the Indemnified Party, without the Indemnified Party's prior written consent. Notwithstanding the foregoing, the Indemnified Party may assume control of its own defense at the Indemnifying Party's reasonable expense if the Indemnifying Party fails to promptly and diligently assume the defense, or where a conflict of interest exists.
20.1 Beta Features. Vithril may offer features identified as beta, preview, early access, experimental, or evaluation (collectively, "Beta Features"). Beta Features are made available to allow testing and feedback and may not function as intended.
20.2 Provided As Is. Beta Features are provided "AS IS" and "AS AVAILABLE", without warranties of any kind and without any service-level commitments, support obligations, or indemnities.
20.3 Changes & Discontinuation. Vithril may modify, suspend, or discontinue any Beta Feature at any time without notice or liability, and may never make it generally available. Your use of a Beta Feature is at your own risk.
21.1 Changes to the Service. Vithril may modify, update, or discontinue the Service or any part of it, as described in Section 2.6, which also sets out Vithril's commitment regarding the core functionality of paid subscriptions and the corresponding remedy.
21.2 Changes to These Terms. Vithril may revise these Terms from time to time. For any material change, Vithril will provide notice at least thirty (30) days before the change takes effect, such as by email to the address associated with your account or by an in-Service notice, and will post the updated Terms with a revised "Last Updated" date. Non-material changes may take effect upon posting.
21.3 Right to Reject; Effective Timing. If you do not agree to a material change, you may reject it by ceasing all use of the Service and terminating your account before the change takes effect; in that case, the prior version of the Terms governs until termination. For active paid subscriptions, a materially adverse change takes effect at the start of the next renewal term, consistent with Section 4.7. Your continued access to or use of the Service after the effective date of a revised version constitutes your acceptance of that version.
21.4 No Retroactive Effect. Revisions to these Terms apply prospectively only and do not apply to any dispute or claim that arose before the change took effect. Any change to Section 22 (Governing Law, Venue & Dispute Resolution) does not apply to a claim of which Vithril had notice before the change.
22.1 Informal Resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve the dispute informally by contacting legal@vithril.com with a written description of the dispute and the relief sought. The parties will negotiate in good faith for at least thirty (30) days before initiating litigation, except that a party may at any time seek Equitable Relief as defined in Section 22.5.
22.2 Governing Law. These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.3 Exclusive Venue. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute, claim, or controversy arising out of or relating to these Terms or the Service, and each party irrevocably consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum. This Section 22.3 is subject only to the Equitable Relief carve-out in Section 22.5.
22.4 One-Year Limitation. To the extent permitted by law, any claim arising out of or related to these Terms or the Service must be brought within one (1) year after the claim accrues; otherwise the claim is permanently barred. Where you are a consumer and applicable law prohibits or limits a contractual shortening of the limitations period, the minimum period required by that law applies instead, as further provided in Section 23.14.
22.5 Equitable Relief. Notwithstanding the informal-resolution requirement, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief ("Equitable Relief") in the courts identified in Section 22.3 to prevent or stop the actual or threatened infringement, misappropriation, or unauthorized disclosure of its intellectual property or Confidential Information, without first satisfying Section 22.1 and without the need to post a bond where permitted by law.
23.1 Entire Agreement. These Terms, together with the Privacy Policy, any applicable Order, the DPA, and any Master Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on the subject. In the event of conflict among these documents, the order of precedence in Section 1.6 controls.
23.2 Assignment. You may not assign or transfer these Terms or any rights or obligations under them without Vithril's prior written consent. Vithril may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
23.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
23.4 Waiver. No failure or delay by a party in exercising any right under these Terms is a waiver of that right, and no waiver is effective unless made in writing and signed by the waiving party.
23.5 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures of third-party providers.
23.6 Notices. Legal notices to Vithril must be sent to legal@vithril.com. Vithril may provide notices to you by email to the address associated with your account, by posting in the Service, or by other reasonable means. Notices are deemed received when sent (for email) or posted.
23.7 Relationship of the Parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.
23.8 Export & Sanctions Compliance. You must comply with all applicable export control and economic sanctions laws and regulations. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and that you are not on any restricted-party or denied-persons list. You must not use or export the Service in violation of such laws.
23.9 U.S. Government End Users. The Service is a "commercial product" consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used in applicable U.S. federal acquisition regulations. Any use, modification, reproduction, or disclosure by or on behalf of the U.S. Government is subject solely to the terms and conditions of these Terms.
23.10 No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and do not confer any rights on any third party, except that Vithril's Affiliates, licensors, and suppliers are intended beneficiaries of the disclaimers, limitations, and indemnities that protect Vithril.
23.11 Headings. Section headings are for convenience only and do not affect interpretation.
23.12 Counterparts & Electronic Acceptance. These Terms may be accepted electronically, and electronic acceptance has the same legal effect as a handwritten signature. Where executed as a written agreement, these Terms may be signed in counterparts, each of which is an original and all of which together constitute one instrument.
23.13 Survival. The provisions identified in Section 16.7 survive any termination or expiration of these Terms, including this Section 23 to the extent identified there. Section 16.7 is the single authoritative survival list.
23.14 Consumers. Where you use the Service as a consumer under applicable law, nothing in these Terms limits or excludes any right, remedy, or protection that the law mandates for consumers and that cannot be waived. To the extent any provision of these Terms (including the warranty disclaimers in Section 17, the liability limitations in Section 18, and the one-year limitation period in Section 22.4) conflicts with a mandatory consumer-protection requirement that applies to you, that requirement prevails over the conflicting provision solely to the extent of the conflict and solely as to you, and the remainder of these Terms remains in effect.
23.15 DMCA & Copyright Infringement. Vithril respects intellectual property rights and responds to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. If you believe content accessible through the Service infringes your copyright, send a written notice to Vithril's designated copyright agent at legal@vithril.com (subject line "DMCA Notice"), including: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner or authorized to act on the owner's behalf. A person who receives a takedown may submit a counter-notice containing the corresponding elements required by Section 512(g). Vithril will, in appropriate circumstances and in its discretion, disable or remove allegedly infringing material and terminate the accounts of Users who are repeat infringers. Vithril's designated copyright agent is registered with the U.S. Copyright Office.
23.16 Accessibility. Vithril is committed to making the Service accessible and works toward conformance with recognized accessibility standards. If you encounter an accessibility barrier, please contact hello@vithril.com so we can assist and improve.
If you have questions about these Terms of Use, please contact us:
Vithril, Inc., a Delaware (USA) corporation.