Terms of Service

Mithrandir Technologies Inc., a Delaware corporation, 2810 N Church St STE 91410, Wilmington, DE 19802, USA. EIN 43-2450640.

Legal notices to us go to mert@trymithrandir.com (section 19).

“Customer” or “you” means the company or other organization that subscribes, or that uses this website. If you accept these Terms for a company, you confirm that you have the authority to bind it, and “you” means that company.

“Subscription” means a subscription to the Software bought through the Stripe checkout on this website. “Order” means the details of that purchase as shown at checkout and in your Stripe receipts and billing portal: the plan, the billing period (monthly or annual), the number of Seats and the price. “Software”, “Seat”, “License File”, “Deployment”, “Customer Data” and the other capitalised terms not defined here have the meaning given in the Software License Terms.

Mithrandir is sold to businesses, for their internal business purposes. It is not offered to consumers.

The following documents are incorporated into these Terms by reference and form part of your agreement with us, as published at these addresses on the date of the “Last updated” line at the top of each:

• the Software License Terms, which govern the Software, the License File, Customer Data, warranties, liability and termination;
• the Data Processing Addendum, which governs any personal data we process on your behalf;
• the Acceptable Use Policy;
• the Subprocessors list; and
• the Privacy Policy, which describes what this website and our billing collect about people and why.

These Terms and those documents together are the “Agreement”. A reference to these Terms includes them.

You accept these Terms, and the documents in section 3, when you do any of these:

• tick the box at Stripe checkout that says you agree to the terms of service, and complete the purchase;
• install, run or use the Software, or install a License File; or
• use this website.

The version that applies to your Subscription is the one published on the day you subscribe, as changed later under section 18.

A signed agreement comes first. If you and we have signed an Order Form under the Mithrandir Software Subscription Agreement, that signed Order Form and Subscription Agreement govern the subscription it covers, and override these Terms and the documents in section 3 for that subscription. These Terms then apply to that customer only for its use of this website.

Otherwise, if the documents of the Agreement conflict, they apply in this order: (1) the Order, for the plan, billing period, number of Seats and price; (2) the Data Processing Addendum, for the processing of personal data; (3) the Software License Terms; (4) these Terms; (5) the Acceptable Use Policy. Open-source licenses prevail for their own components, as the Software License Terms state. Terms in your purchase orders or similar documents do not apply.

A Subscription is priced per Seat. You choose the number of Seats and the billing period at checkout. A Seat is one named person’s active user account on the Deployment; the AI agents and tools that person connects through their Seat are not Seats. The number of Seats is a hard limit, as the Software License Terms describe.

Each Subscription covers one Deployment, which runs in your own cloud account (AWS, Azure or GCP), set up with our Terraform. The LLM runs on your own provider account (your own API key, or Amazon Bedrock in your own AWS account). We do not host your data and do not sell our own API keys. When the first payment succeeds, we email you a License File for the paid billing period and the steps to install the Software.

Payments are processed by Stripe. You pay the fees for each billing period in advance, in the currency and at the price shown at checkout, and you authorise us, through Stripe, to charge your payment method at the start of every billing period until the Subscription ends. Card details are entered on Stripe’s pages and held by Stripe, not by us. Stripe sends your receipts and invoices. You can update your payment method, change the number of Seats or cancel in the Stripe billing portal.

Your Subscription renews automatically at the end of each billing period, for another period of the same length, until you cancel it (section 10) or it ends under the Software License Terms. Mithrandir may decline to renew a subscription by giving the customer at least 30 days’ notice before the end of the current paid period.

Each License File we issue ends at the end of the billing period you have paid for and carries a grace period of 7 days. License renewal follows payment: when the invoice for the next period is paid, we issue the next License File. You can have the Software fetch it automatically (an opt-in setting, described in the Software License Terms), or install the copy we email you.

You can change the number of Seats in the billing portal. Stripe calculates any charge or credit for the change and shows it to you there. We then issue a replacement License File with the new number of Seats and the same end date, so all Seats renew together. If you have more active accounts than Seats after a change, the Software License Terms say what happens.

You can cancel your Subscription at any time, in the billing portal or by writing to support@trymithrandir.com. The cancellation takes effect at the end of the current paid billing period, and stops all renewals and charges after it. There is no refund for the rest of that period (section 12). The License File already issued stays in force until the end of that period and its 7-day grace period, and then the Software stops serving, as the Software License Terms describe. Your Customer Data stays on your infrastructure; what you must then do with the Software and Customer Data is in the Software License Terms (Term and termination).

If a renewal payment fails, Stripe retries it for about a week and then cancels the Subscription. We issue a License File for a billing period only after its invoice is paid, so while a payment is outstanding no new License File is issued, and the License File in force lapses at the end of the last paid period plus its 7-day grace period. Paying the outstanding invoice, or subscribing again, gets you a new License File and restores service.

The Software has no remote shutdown. We cannot and will not disable a Deployment remotely. The License File is the whole control: it lapses on its own date.

Fees paid are non-refundable, including when you cancel part way through a billing period, except:

• under the warranty in the Software License Terms (Warranties and disclaimers), where we refund the fees paid for a non-conforming part we could not fix; and
• where you terminate for our material breach under the Software License Terms, where we refund the prepaid fees for the rest of the paid period, pro rata.

Fees for the period up to termination remain payable.

Prices and fees exclude VAT and all other taxes, duties and levies, which you pay in addition, except taxes on our net income.

• Reverse charge. Where VAT on the fees is due from you under a reverse-charge rule (in Türkiye, VAT declared by the buyer as the party responsible for it), you declare and pay it yourself.
• Withholding. If the law requires you to withhold tax from a payment, you increase the payment so that we receive the full amount we would have received without the withholding, and you send us the official receipt for the tax withheld.
• Stamp duty. Any stamp duty (in Türkiye, damga vergisi) on the Agreement or an Order is borne equally by you and us.

This website is provided “as is” and “as available”, without warranties of any kind. To the extent the law allows, we are not liable for any loss arising from your use of, or inability to use, this website. Use it in line with the Acceptable Use Policy.

Booking a call with the founders starts a conversation. It does not create a contract or commit either side to a purchase.

The Mithrandir name, brand and the content of this website belong to Mithrandir Technologies Inc.. Nothing on this website transfers any of those rights to you.

Either party may terminate the Agreement for the other’s uncured material breach, or on the other’s insolvency, as the Software License Terms set out. A breach of the restrictions on the License File or the license check is a material breach. If an amount remains unpaid, we may decline to issue a renewal License File, or one for added Seats, until it is paid.

The warranties, the disclaimer, the cap on liability and its exclusions for the Software and the Subscription are in the Software License Terms (Warranties and disclaimers and Liability), and they apply to the whole Agreement.

1. The Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
2. Before starting arbitration, the parties try in good faith for 30 days to settle the dispute between their founders or executives.
3. Any dispute arising out of or relating to the Agreement is finally resolved by arbitration administered by the Istanbul Arbitration Centre (ISTAC) under its Arbitration Rules. The seat of arbitration is Istanbul, the language is English, and there is one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
4. Either party may seek interim or injunctive relief from any competent court, without waiving arbitration.

We may change these Terms, and the documents in section 3, by publishing a new version on this website with a new “Last updated” date. A change applies to your Subscription from the first billing period that starts after the new version is published. If you do not agree to a change, cancel before that period starts; continuing your Subscription into it means you accept the change. A signed Order Form and Subscription Agreement change only by a written document both parties sign.

Notices are sent by email: to us at mert@trymithrandir.com, and to you at the email address on your Subscription. A notice takes effect when sent unless the sender receives a delivery failure. Where Turkish Commercial Code art. 18/3 applies between the parties, a notice of default, of termination or of rescission is also sent by notary, registered mail with return receipt, or registered electronic mail (KEP).

• Entire agreement. The Agreement is the parties’ entire agreement on its subject and replaces earlier proposals and understandings on it.
• Assignment. Neither party may assign the Agreement without the other party’s written consent, except to a successor to all or substantially all of its business to which the Agreement relates, with written notice.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control. This does not excuse a payment obligation.
• Publicity. We may name you as a customer only with your written consent (email is enough).
• The parties are independent contractors. The Agreement gives no right to any third party. If a provision is unenforceable, the rest remains in force. Not enforcing a right is not a waiver of it.
• If the Agreement is translated, the English version prevails.

Questions about these Terms: support@trymithrandir.com. Legal notices: mert@trymithrandir.com.