Terms of Service

Welcome and thank you for your interest in Kepler Software Inc., a Delaware corporation doing business as "Mastra" ("Mastra," "we," "us," or "our"). This Terms of Service Agreement (these "Terms of Service"), together with any applicable Supplemental Terms (as defined in Section 1.6) (collectively, the "Agreement"), describes the terms and conditions that apply to your use of (i) the website located at https://mastra.ai and any of Mastra's other websites that link to these Terms of Service (collectively, the "Website"); (ii) Mastra's proprietary cloud-hosted platform, including Mastra Platform (including any related products offered as part of the platform from time to time), and any related dashboards, command-line tools, software development kits, and APIs (each, an "Application" and collectively, the "Applications"); and (iii) the products, services, content, and other resources available on or enabled via the Website or any Application (collectively with the Applications and the Website, the "Services"). If you use the Services pursuant to a separately executed enterprise services agreement, master subscription agreement, platform services agreement, or order form between Mastra and a Mastra customer (each, an "Order Form"), then in the event of a conflict between this Agreement and the Order Form, the Order Form shall prevail to the extent of such conflict.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICES AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICES. BY (1) CLICKING ANY "I ACCEPT," "SIGN UP," OR SIMILAR BUTTON; (2) COMPLETING THE ACCOUNT REGISTRATION PROCESS; (3) ENTERING INTO AN ORDER FORM THAT REFERENCES THESE TERMS OF SERVICE; (4) DOWNLOADING, INSTALLING, OR USING ANY APPLICATION (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, THE OPEN-SOURCE FRAMEWORK AND ANY ENTERPRISE EDITION OF THE FRAMEWORK, EACH OF WHICH IS GOVERNED BY ITS OWN LICENSE AS DESCRIBED IN SECTIONS 1.2 AND 8), INCLUDING ANY PROPRIETARY MASTRA COMMAND-LINE INTERFACE OR SOFTWARE DEVELOPMENT KIT USED TO ACCESS THE CLOUD-HOSTED SERVICES; OR (5) BROWSING THE WEBSITE OR OTHERWISE ACCESSING OR USING THE SERVICES IN ANY WAY, YOU REPRESENT THAT: (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MASTRA; (C) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION; AND (D) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY YOU HAVE NAMED. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO "YOU," "YOUR," OR "CUSTOMER" IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS THAT MATERIALLY AFFECT YOUR RIGHTS AND REMEDIES, INCLUDING SECTION 8 (GENERATIVE AI; MODELS; OUTPUTS), SECTION 18 (DISCLAIMER OF WARRANTIES), SECTION 19 (LIMITATION OF LIABILITY), SECTION 20 (INDEMNIFICATION), AND SECTION 24 (GOVERNING LAW; EXCLUSIVE VENUE; JURY TRIAL WAIVER). PLEASE READ THESE PROVISIONS CAREFULLY.

PLEASE ALSO BE AWARE THAT SECTION 26 (ELECTRONIC COMMUNICATIONS) OF THIS AGREEMENT CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM MASTRA, INCLUDING VIA EMAIL AND IN-PRODUCT NOTIFICATION.

SUBSCRIPTION AUTORENEWAL: IF YOU SUBSCRIBE TO ANY PAID FEATURE OR FUNCTIONALITY OF THE SERVICES FOR A TERM (THE "INITIAL TERM"), YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT MASTRA'S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 7.4 (CANCELLATION) BELOW.

AGREEMENT UPDATES. This Agreement is subject to change by Mastra in its sole discretion at any time as set forth in Section 27 (Agreement Updates). When changes are made, Mastra will make a new copy of these Terms of Service and/or Supplemental Terms, as applicable, available on the Services and update the "Last Updated" date above. If we make any material changes and you have registered an Account, we will also send notice to the email address associated with your Account. Unless otherwise stated in such update, any changes will be effective immediately for users without an Account and thirty (30) days after posting (or dispatch of email, whichever is later) for users with an Account. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU MUST STOP USING THE SERVICES. YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY UPDATE CONSTITUTES YOUR ACCEPTANCE OF SUCH UPDATE.

You should print a copy of this Agreement or save it to your device for future reference.

1. The Services

1.1 Description of the Services

The Services include the commercial, cloud-hosted offerings that Mastra makes available through the Website, currently:

Mastra Platform: Mastra's cloud-hosted platform for developing, deploying, observing, and operating AI agents and related workflows, together with any related products, features, or services that Mastra offers as part of the platform from time to time, including, by way of example only and without limitation, workspace, observability, evaluation, deployment, memory, and model-routing functionality; and
any other Mastra offerings made generally available through the Website that reference or link to this Agreement.

1.2 What This Agreement Does Not Cover

This Agreement does not govern:

(a) The Mastra open-source framework (Community Edition) (the "Framework" or "Community Edition"), which is licensed separately under the Apache License, Version 2.0, available at https://github.com/mastra-ai/mastra. Your use of the Framework as open-source software is governed solely by that license. Nothing in this Agreement grants any rights in, or imposes any obligations on, your use of the Framework as an open-source project, except where you use the Framework in connection with the Services, in which case the Services portion of that use is governed by this Agreement;
(b) The Mastra Enterprise Edition (the "Enterprise Edition" or "EE"), which extends the Community Edition with additional enterprise features and is licensed separately under the Mastra Enterprise Edition License available at https://github.com/mastra-ai/mastra/blob/main/ee/LICENSE (the "EE License"), together with a per-project Order Form. Your use of the Enterprise Edition (whether deployed self-hosted in Customer's cloud environment, on Customer's on-premises infrastructure, or otherwise) is governed solely by the EE License, the applicable Order Form, and in the applicable Order Form, enterprise agreement, or Order Form to the Order Form.the Order Form (if any) to that Order Form for each Enterprise Feature used, not by this Agreement, except that Customer's use of any cloud-hosted Services (such as Memory Gateway) accessed in conjunction with an Enterprise Edition deployment remains governed by this Agreement. Use of any feature that Mastra designates as requiring a license from Mastra (each, an "Enterprise Feature") requires a license for that feature from Mastra, and the license key for that feature is obtained from Mastra. Which features are Enterprise Features, and the terms on which each is licensed, are identified outside this Agreement and outside the EE License, Notwithstanding the foregoing, the following provisions of this Agreement apply to Customer's use of the Enterprise Edition and of any Enterprise Feature, and to any Order Form or Order Form for the Enterprise Edition or any Enterprise Feature, whether deployed self-hosted or otherwise: Section 1.7 (Entitlements); Section 2 (Definitions); Section 7 (Fees; Subscriptions; Payment; Taxes); Section 11 (Confidentiality); Sections 12.1, 12.3, 12.4, and 12.5 (Mastra IP; Trademarks; Feedback; Usage Data); Section 15 (Term and Termination); Section 18 (Disclaimer of Warranties and Conditions); Section 19 (Limitation of Liability); Section 20 (Indemnification); Section 21 (Publicity); Section 22 (Federal Government End Users); Section 23 (Compliance; Export; Sanctions; Anti-Corruption); Section 24 (Governing Law; Exclusive Venue; Jury Trial Waiver); Section 25 (Choice of Language); Section 26 (Electronic Communications); Section 28 (Notices); and Section 30 (General). In the event of a conflict between the EE License and any provision listed in the preceding sentence, that provision of this Agreement controls; in the event of a conflict between an Order Form and any such provision, the Order Form controls; and in the event of a conflict between a component exhibit and the EE License, the Order Form controls with respect to the license grant, scope, and term for the Enterprise Feature it covers only, and may not vary Section 12 (Intellectual Property), Section 19 (Limitation of Liability), or Section 20 (Indemnification) of this Agreement. Certain Mastra components are source-available and may be downloaded and run in the same manner as other Mastra components; however, deploying an Enterprise Feature in a self-hosted environment or to the Mastra Platform requires an Enterprise Edition license key, which Mastra will provision. Mastra may issue, amend, limit, or revoke a license key so that it enables only the Enterprise Features Customer is then entitled to use. Mastra performs license key checks during the build and deployment phase. Mastra does not represent or warrant that license key validation will not be performed at runtime, and Mastra may change the timing and method of license key validation on a prospective basis. Where Mastra disables or revokes a license key, or an Enterprise Feature is otherwise disabled, Customer will cease all use of the affected Enterprise Feature whether or not license key validation is technically enforced at the time of use. Mastra may revise the composition of the Enterprise Edition, or of any package or Enterprise Feature, on a prospective basis, and any such revision will not reduce the scope of features made available under an Order Form in effect on the date of the revision through the end of the then-current license term;
(c) Mastra Support and other professional, deployment, implementation, support, or forward-deployed engineering services, which are governed by a separately executed master services agreement and/or statement of work or, where Mastra makes such services available for purchase through the Services, by the Supplemental Terms for those services presented to Customer at sign-up; and
(d) Enterprise Subscriptions to the cloud-hosted Services, which are governed by an Order Form referencing this Agreement. In the event of any conflict between this Agreement and an Order Form, the Order Form controls solely with respect to the subject matter of that Order Form.

With respect to clause (c) above, Mastra makes Mastra Support and other professional, deployment, implementation, support, and forward-deployed engineering services available for purchase through the Services only where the Supplemental Terms for those services are presented to Customer for acceptance at sign-up and accepted by Customer. Where those services are purchased through the Services, the following provisions of this Agreement apply to Customer's purchase and use of those services: Section 2 (Definitions); Section 4.7 (Privacy; Data Processing Addendum; Business Associate Agreement); Section 5 (User Conduct and Acceptable Use); Section 7 (Fees; Subscriptions; Payment; Taxes); Section 11 (Confidentiality); Sections 12.1, 12.3, 12.4, and 12.5 (Mastra IP; Trademarks; Feedback; Usage Data); Section 15 (Term and Termination); Section 18 (Disclaimer of Warranties and Conditions); Section 19 (Limitation of Liability), subject to Section 19.2; Section 20 (Indemnification); Section 21 (Publicity); Section 22 (Federal Government End Users); Section 23 (Compliance; Export; Sanctions; Anti-Corruption); Section 24 (Governing Law; Exclusive Venue; Jury Trial Waiver); Section 25 (Choice of Language); Section 26 (Electronic Communications); Section 28 (Notices); and Section 30 (General). In the event of a conflict between those Supplemental Terms and any provision listed in the preceding sentence, the Supplemental Terms control with respect to those services.

1.3 Documentation and Service Evolution

The Services are evolving. Mastra may modify, enhance, or discontinue features of the Services from time to time. We will use commercially reasonable efforts to avoid material reductions in core functionality for paid Plans during a paid Subscription Term; otherwise, the Services are provided on an evolving basis consistent with our published documentation available at https://mastra.ai/docs (the "Documentation"). Mastra may revise the composition of any package on a prospective basis, and no such revision will reduce the scope of features made available under an Order Form in effect on the date of the revision through the end of the then-current Subscription Term. You acknowledge and agree that Mastra may update the Services with or without notifying you, and that you may need to update third-party software (including any locally installed Mastra command-line tools) to continue to use the Services.

1.4 Beta Services

Mastra may, from time to time, offer access to features, products, or services that are identified as "alpha," "beta," "preview," "experimental," "early access," or similar designations ("Beta Services"). Access to and use of Beta Services may be subject to additional agreements. Mastra makes no representations that Beta Services will ever be made generally available and reserves the right to discontinue or modify Beta Services at any time without notice. Beta Services are provided "AS IS" and "AS AVAILABLE," WITH ALL FAULTS, and may contain bugs, errors, or other defects. Mastra's total aggregate liability for Beta Services is limited to $100. Your use of any Beta Services is at your sole risk.

1.5 Open-Source Components

The Services include or rely on certain open-source software components, including the Framework. Such components are licensed under their respective open-source licenses, which we will make available upon written request. In the event of any conflict between this Agreement and an open-source license with respect to the applicable component, the open-source license will govern with respect to that component.

1.6 Supplemental Terms

Your use of, and participation in, certain features and functionality of the Services may be subject to additional terms ("Supplemental Terms"), including without limitation Mastra's Acceptable Use Policy (Section 5), Mastra's Data Processing Addendum (referenced in Section 10), and any product-specific terms for new features. Such Supplemental Terms will either be set forth on the Website or in the applicable Application or will be presented to you for your acceptance when you sign up to use the supplemental feature. If these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms control with respect to such supplemental feature; provided that in the event of a conflict between an Order Form and any other terms, the Order Form shall always control.

1.7 Entitlements

an amendment to the applicable Order Form, together with a corresponding change to the license key, and does not require the parties to re-execute this Agreement or the EE License. The executed Order Form governs Customer's entitlement; the license key is evidence of provisioning and is not itself the grant. Disablement of Seats, an Add-On or an Enterprise Feature on expiration or termination of the applicable Order Form, on downgrade, on non-payment, or on suspension under Section 14 is not a reduction of core functionality under Section 1.3, and Mastra has no liability for any resulting loss of features, capacity, or content. On disablement of a self-hosted Enterprise Feature, Customer will cease all use of the affected Enterprise Features and Mastra may revoke or re-issue the license key accordingly. On Mastra's written request, Customer will provide a certification signed by an authorized representative of Customer identifying the Seats, Add-Ons and Enterprise Features then deployed by Customer, whether hosted or self-hosted. Mastra may verify Customer's compliance with this Section 1.7 on at least ten (10) business days' written notice, no more than once in any twelve (12) month period, during Customer's normal business hours and in a manner that does not unreasonably interfere with Customer's operations. Mastra bears its own costs of verification unless the verification reveals a material discrepancy, in which case Customer will reimburse Mastra's reasonable costs. Where Customer uses a Enterprise Feature that has been disabled or that Customer is not then entitled to use, Customer will pay Mastra's then-current list fees for that Enterprise Feature for the period of that use, without prejudice to Mastra's other rights and remedies. The features Customer is entitled to use are identified in the applicable Order Form or, for self-serve Plans, by the Plan selected, comprising the Seats of each type, the Add-Ons purchased, and each Enterprise Feature enabled for Customer. Auth and single sign-on, role-based access control, fine-grained authorization, access to Mastra's SOC 2 report, and data residency (together, "Security and Controls") are included in every Enterprise plan at no separate fee and do not require identification in an Order Form. Where an Order Form provides for self-hosted deployment, the Helm chart for the Services is included at no separate fee. Mastra enables and disables those features, and enables and disables Enterprise Features for self-hosted use, by issuing or amending Customer's Enterprise Edition license key. Adding or removing a Add-On or an Enterprise Feature during a Subscription Term requires only

1.8 Platform

Mastra Platform ("Platform") is a hosted deployment path for the Services. Where Customer's plan or Order Form includes Platform, Customer's consumption of Platform is metered in accordance with Section 7.1, Customer receives the Usage Grant (if any) stated in that plan or Order Form, and Customer may purchase Usage Precommitments as described in Section 7.1. Platform is available on a hosted basis only.

2. Definitions

In addition to terms defined elsewhere, the following terms have the meanings given below.

"Authorized User" means an individual employee, contractor, or other personnel of Customer who is authorized by Customer to access and use the Services on Customer's behalf under a Customer Account, including with respect to the Teams Plan an individual designated as a member of one of Customer's teams and, with respect to Studio, an individual to whom Customer has granted role-based access.
"Customer Account" means the account registered for Customer on the Services as described in Section 3.
"Customer Data" means any data, content, files, prompts, inputs, code, configurations, embeddings, retrieval corpora, evaluation datasets, observations, reflections, transcripts, traces, logs, or other information that Customer or its Authorized Users submit to, store in, transmit through, or generate via the Services, including Customer Inputs and Customer Outputs.
"Customer Inputs" means prompts, queries, instructions, files, retrieval content, tool-call payloads, end-user conversation messages, and other inputs that Customer, its Authorized Users, or its End Users provide to the Services or to a Model through the Services.
"Customer Outputs" means the outputs returned by a Model or generated by the Services in response to Customer Inputs, including agent responses, tool-call results, evaluations, scores, summaries, observations, and reflections.
"End User" means any natural person or entity that interacts with Customer's products, applications, or agents that incorporate or are built using the Services. End Users are users of Customer's products, not users of the Services, and Mastra has no contractual or other relationship with End Users.
"Seat" means an entitlement for one Authorized User to access the Services in the capacity associated with that Seat type. "Developer Seat" means a Seat carrying full access, including command-line tools, deployment and administrative functions. "Builder Seat" means a Seat carrying access to agent-authoring functionality only. "Viewer Seat" means a Seat carrying read-only access. "Operator Seat" means a Seat carrying the right to run, trigger and operate agents in the environments made available to the Authorized User, together with read access to the results, and without agent-authoring, command-line, deployment or administrative access. "per-Seat rate" means the band of Developer Seat volume that determines the applicable per-Seat rate. "Add-On" means an optional element of the Services identified as an add-on and charged in addition to Seat Fees, whether as a percentage of the Seat Fees, a stated minimum, or a fixed amount. The number of Seats of each type, any Seats included within a Plan or minimum commitment, the per-Seat rates, and the Add-Ons purchased are set out in the applicable Order Form or, for self-serve Plans, on the pricing page. Each Seat type is charged at the per-Seat rate stated for that Seat type, and different Seat types may carry different rates and different volume bands. Viewer Seats carry no fee and are not subject to a quantity limit unless the Order Form or the Plan states otherwise.
"Mastra Parties" means Mastra and its parent companies, subsidiaries, Affiliates, officers, directors, employees, agents, partners, suppliers, and licensors.
"Model" means any machine learning model, foundation model, large language model, embedding model, or other artificial intelligence model accessed through, integrated with, or invoked by the Services, including models hosted by third-party Model Providers.
"Model Provider" means any third party that hosts, operates, licenses, or distributes a Model used in connection with the Services, including, without limitation, OpenAI, Anthropic, Google, Meta, Mistral, and any other provider made accessible through Mastra Memory Gateway or otherwise integrated with the Services from time to time.
"Plan" means the subscription tier you select for the cloud-hosted Services (e.g., Basic (free), Teams, or Enterprise), as described at https://mastra.ai/pricing or in an applicable Order Form. For the avoidance of doubt, the Plan does not include the Community Edition or Enterprise Edition of the Framework, each of which is governed by its own license as described in Section 1.2.
"Subscription Term" means the period during which Customer is entitled to use the Services under a paid Plan, as set forth in the applicable Order Form or, for self-serve Plans, in your Customer Account.
"Usage Data" means telemetry, logs, metrics, traces, performance data, and other technical data generated by Customer's and its Authorized Users' use of the Services, exclusive of the substantive content of Customer Inputs and Customer Outputs.
"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

3. Registration; Customer Accounts; Authorized Users

3.1 Registering Your Account

To access certain features of the Services, you must register a Customer Account by completing the registration process on the Website or in the applicable Application.

3.2 Registration Data

You agree to (a) provide true, accurate, current, and complete information about yourself or your entity as prompted by the registration form (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it accurate. You represent that you are (i) at least eighteen (18) years old; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence, or any other applicable jurisdiction. You are responsible for all activities that occur under your Customer Account. You agree to notify Mastra immediately at security@mastra.ai of any unauthorized use of your Customer Account or any other breach of security. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Mastra has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Mastra has the right to suspend or terminate your Customer Account and refuse any and all current or future use of the Services. You acknowledge and agree that Mastra will use Registration Data in accordance with its Privacy Policy.

3.3 Your Account

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Customer Account, and that all rights in and to your Customer Account are and shall forever be owned by Mastra. Mastra reserves the right to terminate any Customer Account that has been inactive for one hundred eighty (180) days or longer and that has no active paid Subscription, deployed agent, or stored Customer Data above a de minimis threshold, and in such event you shall not be entitled to any refund. Mastra also reserves the right to remove or reclaim any usernames, organization handles, project names, or similar identifiers in the event of trademark or other third-party rights conflicts, violations of this Agreement, prolonged inactivity, or as reasonably necessary to operate the Services.

3.4 Authorized Users; Teams

You may permit your Authorized Users to access and use the Services on your behalf under your Customer Account, subject to this Agreement and any Plan limits (including without limitation any limits on the number of teams or seats). You are responsible for the acts and omissions of your Authorized Users as if they were your own, including all activity that occurs under your Customer Account. If your Plan offers role-based access controls (such as Mastra Studio's authentication and access controls), you are responsible for configuring and maintaining those controls appropriately.

3.5 No Use by Minors

The Services are not directed to and may not be used by individuals under 13 years of age (or under 16 in the European Economic Area and the United Kingdom). You agree that you will not knowingly provide any personal information of any such minor to the Services and that you will configure your Customer Account so as to prevent use by such minors.

3.6 Necessary Equipment

You must provide all devices, equipment, and software (excluding the Applications) necessary to access or use the Services, including a compatible operating system, internet connectivity, and any third-party software required by the Documentation. You are solely responsible for any fees you incur in connection with such access, including internet, bandwidth, and device costs.

4. Customer Data; Customer Inputs and Outputs; End Users

4.1 Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data, including Customer Inputs and (subject to any third-party rights, including the rights of Model Providers, the rights of authors of underlying training data, and any rights of End Users) Customer Outputs. Mastra does not claim ownership of Customer Data.

4.2 License to Mastra

Subject to any applicable Order Form, Customer grants Mastra a worldwide, royalty-free, non-exclusive, sublicensable (through multiple tiers, solely to subprocessors and Model Providers) license to host, copy, transmit, store, display, process, and otherwise use Customer Data solely to (a) provide, operate, support, and improve the Services; (b) prevent, detect, investigate, or address service, security, fraud, abuse, or technical issues; (c) comply with legal obligations and respond to lawful requests; and (d) generate and use aggregated or de-identified Usage Data that does not identify Customer, any Authorized User, any End User, or any other natural person.

4.3 No Training on Customer Data

Mastra does not, and will not, use Customer Inputs or Customer Outputs to train, fine-tune, or otherwise improve any foundation model or other Model owned by Mastra or by any Model Provider, except (a) with Customer's express, opt-in instruction, or (b) on the basis of aggregated, de-identified Usage Data that cannot reasonably be used to identify Customer, any Authorized User, any End User, or any other natural person. This commitment does not apply to Customer's voluntary submission of Feedback (Section 12.4).

4.4 Customer Responsibilities and Representations

Customer represents and warrants that:

(a) it has all rights, consents, authorizations, and authority necessary to submit Customer Data to the Services and to grant the licenses set forth in Section 4.2;
(b) Customer Data does not violate any law, regulation, or contractual or other right of any third party (including any End User), and does not infringe or misappropriate any third-party intellectual property right;
(c) Customer's use of the Services complies with Customer's own privacy notices, agreements with End Users, and applicable data protection, AI, consumer protection, and sectoral laws; and
(d) where the Services capture, summarize, observe, transcribe, or otherwise record End User interactions or conversations (including by means of Memory Gateway's Observer and Reflector processes, Studio's traces and logs, or Server's stream capture), Customer has provided clear and conspicuous notice to End Users and obtained any consents required under applicable law before submitting such interactions or conversations to the Services.

4.5 End Users

Customer is solely responsible for its End Users, for the design and operation of any product or agent that incorporates the Services, and for the terms of any agreement between Customer and its End Users. Mastra has no contractual or other relationship with End Users, makes no warranty to End Users, and assumes no responsibility for any claim by an End User against Customer.

4.6 Storage and Retention

Unless expressly agreed in an Order Form, Mastra has no obligation to store Customer Data indefinitely. Without limiting Section 16, Mastra may apply reasonable limits on storage, processing capacity, retention, and similar parameters of the Services (including, without limitation, the "Stale Thread Retention" periods applicable to Mastra Memory Gateway, as described in our pricing page and Documentation). You are responsible for maintaining your own back-up copies of Customer Data.

4.7 Privacy; Data Processing Addendum; Business Associate Agreement

Mastra's processing of personal data in connection with the Services is described in Mastra's Privacy Policy, available at https://mastra.ai/privacy-policy. To the extent Customer's use of the Services involves Mastra's processing of personal data on Customer's behalf as a "processor," "service provider," or comparable role under applicable data protection laws (including the GDPR, the UK GDPR, the CCPA/CPRA, and similar U.S. state privacy laws), Mastra's Data Processing Addendum (the "DPA"), published at https://mastra.ai/legal/dpa, is incorporated into this Agreement and applies to that processing without further action by either party. The DPA so incorporated is the version published at that URL and dated August 19, 2026. Mastra may publish revised versions of the DPA from time to time; a revised version applies prospectively only, and the version in effect when a Subscription Term begins governs that Subscription Term. Where an Order Form applies, it identifies the version of the DPA applicable to that Subscription Term by its publication date rather than by the URL alone. Where the Standard Contractual Clauses appended to the DPA apply to a transfer of personal data from the European Economic Area, the United Kingdom or Switzerland, those Standard Contractual Clauses are deemed entered into, and are populated, as the DPA provides, with effect from Customer's acceptance of this Agreement or, where an Order Form applies, from execution of that Order Form. Mastra will provide Customer with a signed counterpart of the applicable DPA version on written request. Notwithstanding the foregoing, Mastra may apply a revised version of the DPA during a Subscription Term to the extent the revision is required to maintain compliance with applicable data protection laws, including any variation or replacement of the Standard Contractual Clauses or other transfer mechanism made in accordance with the DPA, provided that no such revision materially reduces the protections afforded to personal data. Where Customer's use of the Services involves protected health information, the parties will, at Customer's request, execute Mastra's Business Associate Agreement ("BAA"), which is incorporated by reference upon execution. Execution of a BAA does not by itself entitle Customer to submit protected health information to the Services; submission is governed by Section 4.8. Mastra's then-current list of Subprocessors is available at https://trust.mastra.ai/subprocessors.

4.8 Prohibited Data

Unless expressly agreed in writing in an Order Form, Customer will not submit to the Services any (a) protected health information regulated under HIPAA, other information regarding an individual's medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional, or health insurance information, except that Customer may submit protected health information where (i) the applicable Order Form includes the Compliance Add-On and (ii) the parties have executed a Business Associate Agreement; (b) cardholder data subject to PCI-DSS; (c) data subject to the Gramm-Leach-Bliley Act or substantially similar financial-services regulations; (d) personal information of children under 13 (or under 16 in the EEA/UK); (e) "sensitive" or "special category" personal data within the meaning of GDPR, the CPRA, or similar law unless properly safeguarded; (f) social security numbers or other government-issued identification numbers, biometric information, passwords or other credentials for third-party online accounts (other than credentials created for and used solely to access the Services), credentials to any financial account, or tax return data; (g) data subject to ITAR, EAR controls above EAR99, or classified government information; or (h) any other data the submission of which would require Mastra to obtain authorizations, certifications, or accreditations it has not represented in writing.

4.9 Security

Mastra will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Information about Mastra's security program is available at https://trust.mastra.ai. Mastra will notify Customer without undue delay upon confirming an Information Security Incident (as defined in the DPA) affecting Customer Data.

5. User Conduct and Acceptable Use

As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or applicable law. You shall not (and shall not permit any Authorized User, End User, or other third party to):

(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion thereof, except as expressly permitted by this Agreement (including Section 12.2);
(b) frame, utilize framing techniques, use any meta-tags, or otherwise use any "hidden text" using Mastra's name, trademarks, or branding;
(c) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except (i) to the extent the foregoing restrictions are expressly prohibited by applicable law notwithstanding this prohibition, or (ii) with respect to open-source components, as expressly permitted by the applicable open-source license;
(d) use any manual or automated software, devices, or other processes (including spiders, robots, scrapers, crawlers, avatars, or data-mining tools) to scrape, harvest, or download data from the Services, except that Mastra grants the operators of public search engines revocable permission to use spiders to copy materials from the Website solely to the extent necessary to create publicly available searchable indices;
(e) remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
(f) impersonate any person or entity, including any Mastra employee, customer, or representative;
(g) interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any manner not expressly permitted by this Agreement, including by introducing viruses, worms, malware, or similar harmful code; engaging in denial-of-service or flooding attacks; circumventing rate limits, usage caps, security controls, sandboxing, access controls, or content filters; bypassing or attempting to bypass guardrails or evaluation mechanisms applied by Mastra or any Model Provider; or interfering with use of the Services by other users;
(h) take any action or make any content available through the Services that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
(i) generate, store, distribute, or facilitate child sexual abuse material (CSAM), non-consensual intimate imagery, content sexualizing minors, or content that solicits or facilitates child exploitation; any such material discovered will be reported to the National Center for Missing & Exploited Children and other authorities as required by law;
(j) generate, store, or distribute content that incites or promotes violence, terrorism, self-harm, or genocide, or that targets individuals or groups with hateful content on the basis of protected characteristics;
(k) use the Services to develop, design, market, or deploy weapons, including chemical, biological, radiological, nuclear, or high-yield explosive weapons; missile technology; or critical infrastructure attack capabilities;
(l) use the Services to engage in unauthorized scraping, surveillance, biometric identification of natural persons in publicly accessible spaces, "social scoring" of natural persons, real-time biometric categorization in publicly accessible spaces, emotion inference in employment or education, or other practices prohibited under the EU AI Act or comparable laws;
(m) use the Services to make automated decisions producing legal or similarly significant effects on individuals without a lawful basis, appropriate human review, and required disclosures;
(n) misrepresent AI-generated content as human-generated where disclosure is legally required;
(o) use the Services to train, fine-tune, or otherwise develop a product or service that competes with the Services, including by extracting Model outputs in bulk for the purpose of training a competing foundation model;
(p) abuse or otherwise misuse Workspaces, sandboxed code execution, or skill-file features of the Services to (i) attempt to escape the sandbox, (ii) execute code that attacks, probes, or scans systems outside the sandbox without authorization, (iii) mine cryptocurrency, (iv) operate a public relay or proxy, or (v) host or distribute malware, phishing kits, or similar content;
(q) abuse or attempt to misuse Tool Approval, human-in-the-loop, or safety-mitigation features by automating or circumventing required approvals in a manner that defeats their safety function; or
(r) violate any law, regulation, or third-party right, including any Model Provider's acceptable use policy or terms of service, in connection with use of the Services.

The rights granted to you in this Agreement are subject to your compliance with this Section. Any unauthorized use of the Services terminates the licenses granted by Mastra under this Agreement. We may update this Section from time to time on prospective notice.

6. Investigations, Monitoring, and No Obligation to Pre-Screen

Mastra does not monitor or pre-screen Customer Data in the ordinary course of providing the Services.

However, Mastra reserves the right, but undertakes no obligation, to access, investigate, review, remove, or take other action with respect to the Services and Customer Data as Mastra reasonably believes is necessary to: (a) investigate or address suspected violations of this Agreement (including the Acceptable Use Policy in Section 5); (b) detect, prevent, or respond to fraud, abuse, security incidents, or technical issues; (c) comply with applicable law, lawful legal process, or binding requests of governmental authorities or Model Providers; or (d) protect the rights, property, or safety of Mastra, its customers, End Users, or the public. You hereby consent to such access, investigation, and review for these purposes. Nothing in this Section creates any obligation on Mastra's part to monitor Customer Data, and Mastra is not responsible or liable for the content of Customer Data or any user submissions.

7. Fees; Subscriptions; Payment; Taxes

7.1 Fees

By entering into this Agreement, Customer agrees to pay all fees and charges applicable to Customer's Customer Account in accordance with the fees, charges, and billing terms in effect at the time a fee is due ("Fees"). Fees applicable to Customer's use of the Services may be set forth on the Website (including the pricing page at https://mastra.ai/pricing), in the applicable Order Form, or in another commercial document mutually executed by Mastra and Customer. Fees for Enterprise Subscriptions, for packages, and for other enterprise offerings are set exclusively in the applicable Order Form and are not stated on the pricing page. Fees include, as applicable: (a) recurring subscription fees ("Subscription Fees"); (b) usage-based fees (including, without limitation, fees for observability events, CPU time, data egress, persistent server uptime, memory tokens, retrieval storage, and inference); (c) add-on or overage fees; and (d) any one-time setup or professional services fees. The units used to measure Customer's usage of the Services (each, a "Usage Unit") and any applicable weighting ratios (for example, weighting different event types differently) will be as set forth in the applicable Order Form or Documentation, and Mastra may update the Usage Units and ratios from time to time on prospective notice to Customer. Each metered unit referred to in this Section 7.1 is a Usage Unit. Where an Order Form provides for metered or consumption-based Fees, the included volumes and the unit rate for each metered unit will be as set forth in that Order Form. Mastra's metering and measurement records govern the calculation of metered Fees absent manifest error, and Mastra will make usage reporting available to Customer through the Services. Mastra may revise unit rates and included volumes on a prospective basis effective at the next renewal, on the notice required by Section 7.7. Metered and consumption-based Fees apply only to Services hosted by Mastra. Mastra does not meter self-hosted deployments, and metered Platform usage is not available on a self-hosted basis. An Order Form may allocate to Customer prepaid usage allowances, credits, or bundled usage quotas (each, a "Usage Grant") that offset applicable usage-based Fees for the periods and usage categories specified in the Order Form. Unused Usage Grants expire in accordance with the Order Form and are not refundable or convertible to cash except as expressly set forth in the Order Form. A Usage Grant may be applied only against Fees payable to Mastra for the Services and may not be applied against amounts payable to any third party (including, without limitation, gateway-provider charges that Mastra invoices as merchant of record under Section 7.2). Any volume or other discount applied to the Fees, and the basis on which purchases are counted for the purpose of determining that discount, are as set out in the applicable Order Form.

Except as expressly stated in an Order Form, Fees and any usage allocations are not creditable, transferable across products or Subscription Terms, or eligible for rollover. Each Usage Grant is allocated for the period stated in the applicable plan or Order Form or in an addendum to this Agreement and, absent a stated period, monthly, resetting on the first day of each calendar month. Where a Subscription Term begins or ends part-way through an allocation period, the Usage Grant for that period is prorated on a daily basis. A Usage Grant covers each metered Usage Unit identified in the applicable plan or Order Form, and the allowance for each Usage Unit is as stated there. Where no allowance is stated for a metered Usage Unit, no Usage Grant applies to that Usage Unit and all consumption of it is charged as overage. A Usage Grant is allocated to Customer and may not be pooled, shared, aggregated, or drawn down across more than one Customer organization or sub-organization, or with any Affiliate of Customer, except as the applicable Order Form expressly provides.

An Order Form may provide for Customer to purchase in advance, at the rate stated in that Order Form, a committed quantity of one or more metered Usage Units (a "Usage Precommitment"). A Usage Precommitment runs for the then-current Subscription Term, expires at the end of that term, does not roll over, has no cash value, and is not refundable or convertible except as the Order Form expressly provides. A Usage Precommitment is allocated to Customer on the same basis as a Usage Grant, including the restriction on pooling set forth above, and may be applied only against Fees payable to Mastra for the Services and not against amounts payable to any third party, including gateway-provider charges that Mastra invoices as merchant of record under Section 7.2.

Usage Grant units, Usage Precommitments, and uncommitted consumption are accounted for separately. Consumption in an allocation period draws first against that period's Usage Grant, then against any unexpired Usage Precommitment, and only the balance is charged as overage at the rate stated in the applicable plan or Order Form or, absent a stated rate, at Mastra's then-current rates. Mastra's metering and measurement records govern the calculation of consumption, Usage Grant and Usage Precommitment drawdown, and overage, in each case absent manifest error. Where data storage is metered, storage is measured in GB-months, calculated as the average of the storage volumes recorded at Mastra's regular daily measurement points over the calendar month.

Without limiting Section 14, where Customer is overdue on undisputed metered Fees, Mastra may suspend, limit, or throttle Customer's consumption of metered Usage Units in accordance with Section 14.

7.2 Memory Gateway Inference

Inference accessed through Mastra Memory Gateway may be obtained, at Customer's election, through one of the following access modes: (a) Built-In Gateway Providers, under which Customer accesses one or more Model Providers through a third-party gateway provider made available within Memory Gateway (including, without limitation, OpenRouter), in which case Customer is responsible for the fees, rates (including any markups, premiums, or surcharges), terms of service, and acceptable use policies of the applicable gateway provider, in addition to any Memory Gateway service fees Mastra charges as set forth on the pricing page or in an Order Form; or (b) Bring-Your-Own-Keys (BYOK), under which Customer provides its own API keys for one or more Model Providers (or for a third-party gateway provider) and is solely responsible for fees owed directly to such Model Provider or gateway provider, in addition to applicable Memory Gateway service fees. Mastra does not impose any per-token markup of its own on inference accessed through Memory Gateway; any per-token rates, markups, or surcharges that apply to inference routed through a third-party gateway provider are set by that gateway provider. Where Customer accesses Built-In Gateway Providers under Customer's subscription, Mastra acts as merchant of record for the applicable gateway-provider charges: Mastra invoices Customer for such charges (together with any Memory Gateway service fees) and remits the gateway-provider portion to the applicable gateway provider. Customer's payment obligations to Mastra in respect of such gateway-provider charges are governed by this Agreement (including Section 7.6 (Payment Method; Authorization; Late Payment), Section 7.8 (Sales Tax), and Section 7.9 (Withholding Taxes)), and Sales Tax may apply to the gross invoiced amount. Refunds and chargebacks of gateway-provider charges are handled by Mastra in accordance with this Agreement, except that Mastra may, in its reasonable discretion, decline to refund amounts that Mastra has already remitted to the applicable gateway provider and that the gateway provider has not refunded to Mastra.

Customer acknowledges that pricing and billing mechanics may differ across access modes and gateway providers and may change from time to time as set forth in Section 7.7. With respect to BYOK, Mastra will store Customer's API keys encrypted at rest using industry-standard encryption, will use such keys only to route inference requests on Customer's behalf as directed through the Services, and will not access or use such keys for any other purpose. Customer is solely responsible for the security of its API keys outside the Services, including timely rotation, revocation, and replacement of any compromised keys.

7.3 Third-Party Payment Processor

Mastra uses one or more third-party payment processors (each, a "Payment Processor") to process payments under this Agreement, including, without limitation, Stripe, Inc. and its affiliates for Teams Plan payments and Mercury Technologies, Inc. (Mercury Invoice) for Enterprise Plan invoicing. If you make a payment, you may be required to provide your payment details and any additional information required to complete your payment directly to the applicable Payment Processor. You agree to be bound by the Payment Processor's terms of service and privacy policy applicable to your payment method, and you authorize Mastra and the Payment Processor to share information and payment instructions to the minimum extent required to process your transactions. Mastra is not responsible for any decision by your card issuer or bank to authorize, decline, or charge fees in connection with your payments.

7.4 Subscriptions; Automatic Renewal; Cancellation

Access to certain paid features of the Services is billed on a Subscription basis. The applicable Subscription Fee will be billed at the start of the Subscription Term and at regular intervals thereafter in accordance with the cadence applicable to your Plan (currently, monthly for the self-serve Teams Plan).

(a) Automatic Renewal. YOUR SUBSCRIPTION WILL CONTINUE AND AUTOMATICALLY RENEW AT THE END OF EACH SUBSCRIPTION PERIOD FOR AN ADDITIONAL PERIOD OF THE SAME DURATION AT MASTRA'S THEN-CURRENT FEE UNTIL CANCELLED IN ACCORDANCE WITH THIS AGREEMENT. By subscribing, you authorize Mastra to charge your designated payment method now and at the beginning of each renewal period. For Enterprise Subscriptions and other annual or multi-year Subscriptions, Mastra will provide written notice of automatic renewal to the email address associated with Customer's account (or to the notice address set forth in the applicable Order Form) at least thirty (30) days, and not more than ninety (90) days, before the end of the then-current Subscription Term. Such notice will identify the renewal term, the renewal fee, and instructions for declining renewal. Failure to decline renewal in accordance with such notice constitutes Customer's authorization for the renewal and the corresponding charge.
(b) Cancellation. You may cancel your Subscription at any time through your Customer Account settings or by contacting Mastra at billing@mastra.ai. Cancellation takes effect at the end of the then-current billing period.
(c) Effect of Cancellation. Upon cancellation, (i) your access to paid features will terminate at the end of the then-current billing period; (ii) your Subscription will not renew; and (iii) you will not be entitled to any prorated refund.
(d) Upgrades and Downgrades. If you upgrade your Subscription mid-period, the upgrade takes effect immediately and incremental Fees are charged prospectively. If you downgrade, the downgrade takes effect on the first day of the next billing period. Downgrading may cause loss of features, capacity, or content (including reduction or deletion of Customer Data that exceeds the downgraded Plan's limits), and Mastra has no liability for such loss.

7.5 Trials and Promotions

Mastra may, from time to time, offer free trials, promotional credits (including Memory Gateway starter credits), free tiers (including the Basic Plan), or other promotional access ("Promotional Offers"). Unless otherwise stated in the terms applicable to the Promotional Offer, at the end of a trial period your use of the affected paid feature will either expire or, if so stated, automatically convert to a paid Subscription at Mastra's then-current Fee, billed in accordance with Section 7.4. Promotional credits and Promotional Offers have no cash value, are non-transferable, and may be modified, suspended, or revoked at any time; provided that a discount or credit Mastra grants to a customer under a Mastra reseller, agency, referral, or partner program will remain in effect for the period, and subject to the conditions, stated when it is granted. Mastra may also offer paid trials of specified length, feature scope, and usage limits as set forth in an Order Form (each, a "Paid Trial"). Unless the applicable Order Form expressly provides otherwise, a Paid Trial will automatically renew at the end of the trial period into a paid Subscription at Mastra's then-current Fee for the applicable Plan, billed in accordance with Section 7.4(a) (Automatic Renewal). Mastra may terminate or reduce Customer's access under any trial (whether free or paid) at any time in its discretion, including where Customer exceeds the usage limits, feature scope, or duration set forth in the applicable Order Form. Fees paid for a Paid Trial are non-refundable except as expressly set forth in the applicable Order Form, or if Mastra terminates the Paid Trial before the end of the trial period other than for a breach by Customer of this Agreement, a usage overage, or a violation of the Acceptable Use Policy in Section 5, in which case Mastra will refund the unused prepaid portion of the Paid Trial Fees on a pro rata basis.

7.6 Payment Method; Authorization; Late Payment

By providing Mastra and/or the Payment Processor with your payment information, you authorize Mastra and/or the Payment Processor to invoice your Customer Account immediately for all Fees due and payable, with no additional notice or consent required. You agree to immediately notify Mastra of any change in your payment information. Your failure to provide accurate payment information, or Mastra's inability to collect payment, constitutes a material breach of this Agreement. Undisputed Fees not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Mastra may suspend the Services as described in Section 14. Customer must notify Mastra of any disputed Fees in writing within 30 days of the invoice or charge date; otherwise, Fees are deemed accepted. Except as expressly stated in this Agreement, all Fees are non-refundable.

7.7 Price Changes

Mastra reserves the right to change Fees, pricing tiers, usage allowances, and overage rates at any time. For paid Plans, price changes will apply at the next renewal that begins at least thirty (30) days after notice (which may be by email, in-product notification, or update of the pricing page). For Subscriptions purchased under an Order Form, (i) any increase to the recurring Subscription Fees for the same Seats and Add-Ons at the same per-Seat rate and (ii) any increase under Section 7.1 to the unit rate for a metered unit, in each case over the corresponding amount in effect during the immediately preceding Subscription Term, will not exceed seven percent (7%). The seven percent (7%) cap does not apply to, and the capped amount is calculated without regard to: (a) any change in the per-Seat rate arising from a change in Seat volume; (b) any Seat, Add-On, module, or other feature added at or after renewal; (c) any change in the Support tier purchased by Customer; or (d) any change to the included volumes for metered usage. Fees attributable to clauses (a) through (d) are set at Mastra's then-current rates for the renewal term. If you do not agree to a price change, your sole remedy is to cancel your Subscription before the next renewal in accordance with Section 7.4.

7.8 Sales Tax

Fees are exclusive of any Sales Tax. If Mastra determines it has a legal obligation to collect Sales Tax from you, Mastra shall collect such Sales Tax in addition to the Fees. If any Services, or payments for any Services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Mastra, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Mastra for any liability or expense Mastra may incur in connection therewith. Upon Mastra's request, you will provide official receipts issued by the appropriate taxing authority or other evidence that you have paid all applicable taxes. "Sales Tax" means any sales or use tax, value-added tax, goods and services tax, or any other tax measured by sales proceeds that is the functional equivalent thereof.

7.9 Withholding Taxes

You agree to make all payments of Fees to Mastra free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Mastra shall be your sole responsibility, and you shall provide Mastra with official receipts or such other evidence as Mastra may reasonably request to establish that such taxes have been paid.

7.10 Seats and Add-Ons

, to Support fees, or to fees for an assessment or audit engagement. No per-Seat rate or Seat volume threshold is stated in this Agreement; those values are set out in the applicable Order Form or, for self-serve Plans, on the pricing page, and may be revised by Mastra prospectively for a renewal term. Seat Fees are calculated from the number of Seats of each type at the per-Seat rates set out in the applicable Order Form or, for self-serve Plans, on the pricing page. A Plan or Order Form may include a number of Seats within its base fee, in which case Seats above that allocation are charged at the applicable per-Seat rate. Add-On fees are payable in addition to Seat Fees; where an Add-On is priced as a percentage of the Seat Fees and that percentage produces an amount below the stated minimum for that Add-On, the minimum applies. Customer represents that the number of Seats of each type set out in an Order Form is accurate as at its effective date. A change in Customer's Seat count is not a breach of this Agreement, provided Customer holds a Seat of the appropriate type for each person who accesses the Services. The per-Seat rate applies only to the Add-On fees identified in the Order Form as subject to it, and does not apply to metered or consumption-based Fees, to program fees (including any agency program fee and any design partner program fee)

Customer is responsible for assigning Seats to its Authorized Users, and Mastra records of the Seats provisioned govern the number and type of Seats in use. Mastra determines Customer's Seat count from the Seats provisioned in Customer's account and from information Customer provides, and Mastra's determination governs absent manifest error. Customer will cooperate reasonably with that determination, including by providing a certificate signed by an officer of Customer stating Customer's Seat count within ten (10) business days of Mastra's written request. Where Customer deploys on a self-hosted basis, Customer will certify the number of Seats of each type in use annually and on Mastra's reasonable request. A change in the applicable per-Seat rate arising from a change in Seat volume takes effect at renewal and is subject to Section 7.7. Seats added during a Subscription Term are charged at the per-Seat rate then in effect. Mastra bears its own costs of verification, except that if verification establishes that the Seat count stated in an Order Form understated Customer's actual Seat count as at that Order Form's effective date by more than five percent (5%), Customer will reimburse Mastra's reasonable costs of verification and pay the difference between the Fees paid and the Fees that would have been payable at the correct per-Seat rate, together with interest at the rate stated in Section 7.6.

8. Generative AI; Models; Outputs

8.1 Nature of AI Outputs

The Services use generative and other AI technologies, including Models from third-party Model Providers. AI outputs are probabilistic, may be inaccurate, incomplete, biased, offensive, fabricated, or misleading, and may not reflect Mastra's views. Customer is solely responsible for evaluating Customer Outputs for accuracy, suitability, legality, and fitness for purpose before using or relying on them, and for any decisions, actions, or omissions taken on the basis of Customer Outputs.

8.2 No Professional Advice

Customer Outputs do not constitute legal, medical, financial, tax, mental health, or other professional advice.

Customer must not deploy the Services as a substitute for professional advice or for making decisions that produce legal or similarly significant effects on individuals without appropriate human review and lawful basis.

8.3 Similar Outputs

AI may produce the same or similar output for different customers. Mastra makes no representation that Customer Outputs are unique to Customer or that Customer Outputs do not match outputs provided to other customers.

8.4 AI Features

The Services include, or may from time to time include, several features that utilize AI tools and Model Providers. Examples of such features (which may be offered, renamed, modified, combined, or discontinued by Mastra at any time as described in Section 1.3) include:

(a) Mastra Memory Gateway, including "observational memory" implemented through background Observer and Reflector processes that watch Customer's agent conversations and form compressed observations and reflections;
(b) Mastra Studio, including LLM-as-judge scoring, model-graded evaluations, prompt iteration, dataset generation, and agent versioning;
(c) Mastra Framework primitives accessed via the Services, including tools, memory, supervisor agents, workspaces (filesystem access, sandboxed code execution, and skill files), and tool approval; and
(d) Mastra Server, including stream-data redaction, identity-system integration, and other agent deployment features.

Customer Data submitted to or generated by these AI features (including Customer Inputs, Customer Outputs, observation logs, reflections, transcripts, scores, evaluations, datasets, and traces) constitutes "Customer Data" for purposes of this Agreement. Customer Data may be transmitted to and processed by Model Providers in order to provide the requested functionality. Customer's use of such features constitutes (i) Customer's affirmative authorization for Mastra to disclose Customer Data to the applicable Model Provider as necessary to provide the feature, and (ii) Customer's representation that it has provided all notices and obtained all consents required by law from End Users and any other affected persons.

8.5 Model Provider Terms

Customer Data transmitted to a Model Provider is also subject to the applicable Model Provider's terms of service, acceptable use policy, content rules, and other policies. Customer is solely responsible for reviewing and complying with such terms, including model-specific restrictions on permitted use cases, content categories, geographies, and customer types. Mastra is not affiliated with the Model Providers and does not warrant or guarantee the accuracy, availability, or behavior of any Model.

8.6 Observational Memory; End-User Notice and Consent

Customer acknowledges and agrees that Mastra Memory Gateway's observational memory features (including the Observer and Reflector processes) will, while enabled, continuously watch, summarize, compress, and store the content of Customer's agent conversations, including conversations with End Users, until disabled. Without limiting Section 4.4, Customer represents and warrants that, before enabling such features for any agent that interacts with End Users, Customer will (a) provide clear and conspicuous notice to End Users of such monitoring, summarization, and retention; (b) obtain any consents required by applicable law (including, where applicable, wiretap, two-party consent, biometric, and AI-disclosure laws); and (c) maintain a lawful basis under applicable data protection laws for the processing.

8.7 Guardrails and Evaluations

The Services include features intended to help Customer evaluate, observe, and constrain agent behavior (for example, evals, scorers, traces, stream-data redaction, guardrails, tool approval, and workspaces sandboxing).

These features are provided to assist Customer's testing and observability and are not a substitute for Customer's own quality assurance, safety review, human oversight, and compliance program. Mastra makes no warranty that these features will detect, prevent, or mitigate any particular failure mode, including prompt injection, jailbreaks, hallucinations, data exfiltration, unsafe tool use, sandbox escape, or harmful output.

8.8 Customer as Deployer

For any AI system, AI agent, or AI-powered application that Customer builds, deploys, or operates using the Services, Customer is the "deployer," "operator," "provider" (as applicable), and controller of that system for purposes of applicable AI and data-protection laws, including the EU AI Act, the Colorado AI Act, and other federal, state, and foreign AI legislation. Customer is responsible for: (a) determining whether its system is "high-risk," "consequential," or otherwise regulated; (b) conducting any required impact, risk, or conformity assessments; (c) providing required disclosures and consents to End Users; (d) maintaining required records and logs; (e) registering its system where required; and (f) implementing human oversight, transparency, and accuracy controls appropriate to the use case and risk. Mastra will provide reasonable cooperation, including documentation, technical information, and the artifacts customarily provided to deployers, where Mastra is a "provider" or comparable upstream role under such laws.

9. Third-Party Services

The Services may contain links to, or otherwise interoperate with or rely upon, third-party websites, applications, services, models, content, integrations, or APIs ("Third-Party Services"), including Model Providers, payment processors, MCP servers and other tool providers, identity providers, observability tools, and other infrastructure. Third-Party Services are provided by their respective providers under their own terms, and Mastra is not responsible for, and makes no representation or warranty regarding, any Third-Party Service. Customer's use of any Third-Party Service is at Customer's own risk and is subject to Customer's agreement with the relevant provider. Customer is solely responsible for ensuring that any use of the Services in connection with a Third-Party Service complies with the terms applicable to such Third-Party Service.

10. Privacy

The processing of personal data through the Services is described in the Privacy Policy and, where applicable, governed by the DPA. By using the Services, you acknowledge that you have read and understood the Privacy Policy.

11. Confidentiality

Each party (the "Receiving Party") may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed by the Disclosing Party that is identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data (in the case of Customer) and the Services, the Documentation, and unreleased features and pricing (in the case of Mastra).

The Receiving Party will (a) use Confidential Information solely to perform under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own information of like importance, and in no event less than reasonable care; and (c) limit access to Confidential Information to those of its employees, contractors, Affiliates, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section. The Receiving Party may disclose Confidential Information to the extent required by law, provided that, where legally permitted, it gives prompt notice and reasonable cooperation to the Disclosing Party. Confidential Information does not include information that is (i) public other than as a result of the Receiving Party's breach, (ii) rightfully known to the Receiving Party before disclosure, (iii) rightfully received from a third party without restriction, or (iv) independently developed without reference to the Disclosing Party's Confidential Information.

12. Intellectual Property

12.1 Mastra IP

As between the parties, Mastra and its licensors own all right, title, and interest in and to the Services, the Documentation, Mastra's trademarks and brand (the "Mastra Marks"), and all software, technology, models, algorithms, designs, and other intellectual property underlying the Services, including all derivatives, improvements, and modifications. Except for the limited rights expressly granted under this Agreement, Mastra reserves all rights.

12.2 License to Customer

Subject to Customer's compliance with this Agreement and payment of applicable Fees, Mastra grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the extent expressly permitted under a separately executed reseller, agency, or partner agreement between Mastra and Customer), revocable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes or, where expressly permitted under such a reseller, agency, or partner agreement, for the purpose of providing the Services to Customer's end clients on the terms set forth therein.

12.3 Trademarks

Without the prior express written permission of Mastra, you may not use the Mastra Marks in connection with any products or services offered by you or any third party. All other trademarks displayed on or in connection with the Services are the property of their respective owners.

12.4 Feedback

If Customer or any Authorized User provides Mastra with suggestions, ideas, enhancement requests, recommendations, bug reports, or other feedback regarding the Services ("Feedback"), Customer grants Mastra a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without any compensation or obligation to Customer.

12.5 Usage Data

Mastra may collect, generate, and use Usage Data to operate, secure, improve, and develop the Services and Mastra's other products and services, provided that Mastra will not publicly disclose Usage Data in a form that identifies Customer, any Authorized User, any End User, or any other natural person.

13. Procedure for Making Claims of Copyright Infringement (DMCA)

It is Mastra's policy to terminate the access of any user who repeatedly infringes the copyright of others, upon prompt notification to Mastra by the copyright owner or its legal agent. If you believe that material accessible on or through the Services infringes your copyright, please provide Mastra's Designated Copyright Agent with a notice containing the following information required by 17 U.S.C. § 512(c):

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of the location on the Services of the material that you claim is infringing, sufficient to enable Mastra to locate it;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Mastra's Designated Copyright Agent for notice of claims of copyright infringement is:

ATTN: Mastra Copyright Agent, Kepler Software Inc., 2261 Market Street Ste 5559, San Francisco, CA 94114. Email: copyright@mastra.ai

14. Suspension

Mastra may suspend Customer's or any Authorized User's access to the Services, in whole or in part, with notice where reasonably practicable, if: (a) Customer's Customer Account is overdue; (b) Mastra reasonably believes that Customer's use of the Services violates this Agreement (including the conduct restrictions in Section 5), poses a security or operational risk, may subject Mastra or any third party to liability, or may disrupt the Services for other customers; (c) required by law, by a Model Provider, or by another Third-Party Service; or (d) needed for scheduled or emergency maintenance. Mastra will use reasonable efforts to limit the scope and duration of any suspension.

15. Term and Termination

15.1 Term

This Agreement commences on the earlier of (a) the date you first used the Services or (b) the date you otherwise accept this Agreement (as described above), and continues in full force and effect until terminated as set forth herein. Each Subscription Term continues for the period set forth in the Order Form or, for self-serve Plans, until cancelled in accordance with Section 7.4.

15.2 Termination by Mastra

Mastra has the right to, immediately and without notice, suspend or terminate any Services provided to you, at any time, in the event that (a) any Order Form pursuant to which you use the Services is terminated; (b) you breach any provision of this Agreement; (c) Mastra determines that your use of the Services violates this Agreement, infringes any right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Mastra; or (d) Mastra otherwise determines in its sole discretion to discontinue the applicable Service. You agree that all terminations shall be made in Mastra's sole discretion and that Mastra shall not be liable to you or any third party for any termination of your Customer Account. Notwithstanding the foregoing and Section 7.6, if Mastra terminates under clause (d) above, and not on account of any breach of this Agreement by Customer or any other act or omission of Customer, Mastra will refund to Customer the prepaid, unused Fees allocable to the remainder of the then-current Subscription Term, calculated on a pro rata daily basis.

15.3 Termination by You

You may terminate this Agreement by (a) notifying Mastra in writing in accordance with Section 28 (Notices) and (b) closing your Customer Account. Any such termination will be effective at the end of the then-current Subscription Term, which will continue at the end of each Subscription period unless you cancel your Subscription in accordance with Section 7.4.

15.4 Effect of Termination

Upon termination or expiration: (a) Customer's right to access and use the Services will end; (b) Customer remains liable for all Fees accrued through the effective date of termination; and (c) Mastra will maintain Customer Data for thirty (30) days following termination to permit retrieval by Customer via the database credentials and APIs made available through the Services, after which Mastra may delete Customer Data in accordance with its retention practices, subject to legal hold and backup retention requirements and applicable Stale Thread Retention periods. Sections that by their nature should survive — including Sections 1.7 (as to Customer's obligation to cease use), 2, 4.1, 7 (as to accrued amounts), 8.4–8.8, 11, 12, 13, 15.4, 18–20, 23, 24, 26, 29, and 30 — survive termination.

15.5 No Subsequent Registration

If this Agreement is terminated for cause by Mastra or if your Customer Account is discontinued by Mastra due to your violation of any portion of this Agreement, then you agree that you shall not attempt to re-register with or access the Services through use of a different name, email address, or other identifier, and you acknowledge that you will not be entitled to any refund of Fees. Any attempt to do so will be deemed a further violation of this Agreement.

16. Service Levels and Support

16.1 Standard Support

Standard support is provided through community channels (e.g., the Mastra Discord, GitHub) and self-service Documentation. Email support, if any, for paid Plans is provided as described on the pricing page.

16.2 Enterprise Support and SLAs

Enhanced support, response-time commitments, and service-level agreements (including uptime SLAs and dedicated support engineer access) are available only as set forth in an executed Order Form or, for Mastra Support services purchased through the Services, as set forth in the applicable Supplemental Terms. The Basic and Teams Plans are provided without an uptime SLA and without service credits.

17. International Users

The Services may be accessed from countries around the world and may contain references to features that are not available in your country. These references do not imply that Mastra intends to make such features available in your country. The Services are controlled and offered by Mastra from its facilities in the United States of America. Mastra makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law, including data protection, AI, and consumer protection law.

17A. Additional Terms for Consumers

This Section 17A applies if and to the extent you use the Services as a "consumer" (i.e., for purposes outside your trade, business, craft, or profession) under applicable law, including, without limitation, the European Union Consumer Rights Directive (Directive 2011/83/EU), the United Kingdom Consumer Rights Act 2015 and Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (collectively, "Consumer Laws").

Where any provision of this Agreement is inconsistent with a mandatory consumer right under applicable Consumer Laws, that mandatory right prevails over the inconsistent provision solely with respect to the affected consumer.

17A.1 EU/UK Consumer Right of Withdrawal

If you are a consumer in the European Union, the European Economic Area, or the United Kingdom, you have the right to withdraw from this Agreement within fourteen (14) days of its conclusion without giving any reason. To exercise this right, you must inform Mastra of your decision to withdraw by an unambiguous statement (for example, an email to legal@mastra.ai). To meet the withdrawal deadline, it is sufficient that you send your communication concerning the exercise of the right of withdrawal before the withdrawal period has expired. If you withdraw, Mastra will reimburse all payments received from you in connection with the Services for which you withdrew, without undue delay and in any event no later than fourteen (14) days from the day on which Mastra is informed of your decision to withdraw, using the same means of payment used for the initial transaction unless you expressly agree otherwise. Notwithstanding the foregoing, by accessing or using the Services during the withdrawal period, you expressly request that Mastra begin performance during the withdrawal period and acknowledge that (a) you lose your right of withdrawal once the Services have been fully performed (including delivery of digital content), and (b) for partial performance during the withdrawal period, Mastra may charge a proportionate amount of the Fees corresponding to the Services performed up to the time you communicated your withdrawal.

17A.2 EU Consumer Dispute Resolution

If you are a consumer resident in the European Union, you may contact Mastra using the details in Section 28 (Notices) to seek resolution of any dispute, and you may also be entitled to refer the dispute to an alternative dispute resolution entity in your country of residence or to the European Consumer Centre in your country. Mastra is not obligated and does not currently agree to participate in alternative dispute resolution proceedings before a consumer arbitration board. Nothing in this Section limits your right to bring proceedings against Mastra in the courts of your country of residence to the extent required by applicable Consumer Laws.

17A.3 California Consumer Rights (CCPA/CPRA)

If you are a California resident, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (the "CCPA/CPRA"), provides you with certain rights with respect to your personal information, including, subject to applicable exceptions, the right to know, the right to access, the right to delete, the right to correct, the right to portability, the right to limit the use and disclosure of sensitive personal information, the right to opt out of the sale or sharing of personal information, and the right to be free from retaliation for exercising your rights. Mastra does not sell or share personal information as those terms are defined under the CCPA/CPRA. For information about how Mastra processes personal information, the categories of personal information collected, the purposes for which it is processed, and how to exercise your rights, please see Mastra's Privacy Policy at https://mastra.ai/privacy-policy. To submit a verifiable consumer request, contact Mastra at privacy@mastra.ai. You may also designate an authorized agent to make a request on your behalf, subject to verification requirements set forth in our Privacy Policy.

17A.4 Mandatory Consumer Rights Preserved

Notwithstanding anything to the contrary in this Agreement, if you use the Services as a consumer: (a) the limitations and exclusions of warranty, liability, and remedy set forth in Sections 18 (Disclaimer of Warranties), 19 (Limitation of Liability), and 24.4 (Time Limitation) apply only to the maximum extent permitted by applicable Consumer Laws and do not limit or exclude any non-waivable statutory warranty, statutory remedy, or other mandatory consumer right available to you under applicable Consumer Laws; (b) the jury trial waiver in Section 24.3 does not apply where prohibited by applicable Consumer Laws; and (c) the governing law and exclusive venue provisions in Sections 24.1 and 24.2 do not deprive you of the protection afforded by mandatory provisions of the law of your country of habitual residence.

18. Disclaimer of Warranties and Conditions

18.1 As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES (INCLUDING ALL CUSTOMER OUTPUTS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE MASTRA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

THE MASTRA PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE RESULTS OR INFORMATION OBTAINED FROM USE OF THE SERVICES, INCLUDING CUSTOMER OUTPUTS, WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (4) ANY GUARDRAIL, EVAL, SCORER, REDACTION, OR OTHER SAFETY FEATURE WILL DETECT, PREVENT, OR MITIGATE ANY PARTICULAR FAILURE MODE OR HARM.

18.2 No Liability for Conduct of Third Parties

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH THIRD PARTIES IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION MODEL PROVIDERS, OPERATORS OF EXTERNAL SITES, AND OTHER THIRD-PARTY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE MASTRA PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

18.3 No Liability for Conduct of End Users

YOU ARE SOLELY RESPONSIBLE FOR YOUR END USERS AND FOR ANY DISPUTE WITH OR CLAIM BY AN END USER. THE MASTRA PARTIES MAKE NO WARRANTY REGARDING THE BEHAVIOR OF ANY END USER OR THE ACCURACY OR APPROPRIATENESS OF ANY CONTENT GENERATED IN RESPONSE TO END USER INPUTS.

18.4 Free Services and Beta Services

NOTWITHSTANDING ANYTHING TO THE CONTRARY, FREE SERVICES (INCLUDING THE BASIC PLAN AND ANY FREE TRIAL) AND BETA SERVICES ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND, AND THE MASTRA PARTIES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO FREE SERVICES AND BETA SERVICES IS LIMITED TO $100.

18.5 Jurisdictional Limits

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

19. Limitation of Liability

19.1 Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE MASTRA PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, USE, OR DATA, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING TO THE EXTENT RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY, INCLUDING ANY MODEL PROVIDER OR END USER; (e) HALLUCINATIONS, INACCURACIES, OR OTHER FAILURE MODES OF AI OUTPUTS; (f) ANY ACT OR OMISSION OF AN AGENT BUILT USING THE SERVICES; OR (g) ANY OTHER MATTER RELATED TO THE SERVICES.

19.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE MASTRA PARTIES' TOTAL AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO MASTRA BY CUSTOMER ALLOCABLE TO THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY (AND, WHERE FEES ARE PREPAID FOR A PERIOD LONGER THAN THREE (3) MONTHS, THE PRO RATA PORTION OF SUCH PREPAID FEES ALLOCABLE TO THAT THREE (3) MONTH PERIOD); (b) ONE HUNDRED U.S. DOLLARS (US$100); OR (c) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. Where Customer purchases Mastra Support services under Supplemental Terms, the limitation of liability set out in those Supplemental Terms applies to those services in place of this Section 19.2.

19.3 Carve-Outs

The exclusions and limitations in Sections 19.1 and 19.2 do not apply to: (a) Customer's payment obligations; (b) liability that cannot be limited or excluded under applicable law (including, in many jurisdictions, liability for death or personal injury caused by a Mastra Party's negligence, or for a Mastra Party's fraud or fraudulent misrepresentation); (c) either party's indemnification obligations under Section 20 (including Mastra's IP indemnification obligations under Section 20.1 and Customer's indemnification obligations under Section 20.2); (d) either party's breach of confidentiality under Section 11 (other than with respect to Customer Data, which is subject to the cap); (e) Customer's violation of Section 5 (Acceptable Use), Mastra's intellectual property rights, or applicable export, sanctions, or anti-corruption laws; and (f) either party's gross negligence or willful misconduct.

19.4 Customer Data

THE MASTRA PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CUSTOMER DATA OR USER COMMUNICATIONS, OR FOR THE LOSS OF ANY CUSTOMIZATION OR PERSONALIZATION SETTINGS.

19.5 Basis of the Bargain

The limitations of damages set forth in this Section 19 are fundamental elements of the basis of the bargain between Mastra and Customer.

20. Indemnification

20.1 By Mastra

Mastra will defend Customer against any third-party claim alleging that Customer's use of the Services in accordance with this Agreement infringes such third party's U.S. patent, copyright, or registered trademark, or misappropriates such third party's trade secret (an "IP Claim"), and will pay amounts finally awarded against Customer or agreed in settlement, provided Customer (a) gives Mastra prompt written notice of the IP Claim, (b) gives Mastra sole control of the defense and settlement, and (c) provides reasonable cooperation at Mastra's expense.

If the Services become, or in Mastra's opinion are likely to become, the subject of an IP Claim, Mastra may, at its option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to be non-infringing without materially impairing functionality; or (iii) if (i) and (ii) are not commercially reasonable, terminate the affected portion of the Services and refund any prepaid, unused Fees.

Mastra has no obligation under this Section to the extent an IP Claim arises from: (1) Customer Data, Customer Inputs, Customer Outputs, or any agent, application, or system that Customer builds, deploys, or operates using the Services; (2) use of the Services in combination with products, data, or services not provided by Mastra, where the claim would not have arisen but for the combination; (3) use of the Services in violation of this Agreement, the Documentation, or applicable law; (4) modifications to the Services not made by Mastra; (5) use of a non-current version of the Services where a current version would have avoided the claim; (6) Beta Services; (7) Free Services; (8) any Model Provider, Model output, or other Third-Party Service; or (9) Customer's use of the Framework outside of the Services. This Section states Mastra's sole liability and Customer's exclusive remedy for IP Claims.

20.2 By Customer

To the maximum extent permitted by applicable law, Customer shall indemnify, defend, and hold harmless the Mastra Parties from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any third-party claim arising out of:

(a) Customer Data, Customer Inputs, or Customer Outputs, including any claim that they infringe, misappropriate, or violate any third-party right or law;
(b) Customer's or any Authorized User's violation of this Agreement, including the Acceptable Use provisions in Section 5;
(c) any act or omission of Customer's End Users, including any claim by an End User against Customer or against Mastra;
(d) Customer's deployment, operation, or distribution of an AI system, agent, or application built using the Services, including any claim relating to Customer's responsibilities as a deployer under Section 8.8 (including under the EU AI Act, the Colorado AI Act, or similar laws);
(e) Customer's combination of the Services with Third-Party Services or other materials not provided by Mastra;
(f) Customer's breach of Section 23 (Compliance; Export; Sanctions; Anti-Corruption); or
(g) Customer's failure to provide notice to, or obtain consent from, End Users or other persons where required by Section 4.4 or Section 8.6 (Observational Memory).

Mastra reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with Mastra in asserting any available defenses. This provision does not require Customer to indemnify any Mastra Party for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, or concealment or suppression or omission of any material fact in connection with the Services. The obligations in this Section will survive any termination of this Agreement.

20.3 Procedure

The indemnifying party's obligations are conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of the claim, (b) giving the indemnifying party sole control of the defense and settlement (provided that the indemnifying party will not settle any claim that imposes liability or admits fault on the indemnified party without the indemnified party's prior written consent), and (c) providing reasonable cooperation at the indemnifying party's expense.

21. Publicity

Mastra may identify Customer as a customer and use Customer's name and logo in customer lists and on Mastra's website and marketing materials, in accordance with Customer's trademark usage guidelines (if provided to Mastra). Customer may opt out of this use by notifying Mastra at legal@mastra.ai. Neither party may issue a press release or other formal public statement regarding the parties' relationship without the other party's prior written consent (such consent not to be unreasonably withheld).

22. Federal Government End Users

The Services are "commercial computer software" and "commercial computer software documentation" within the meaning of FAR 12.212 and DFARS 227.7202. If Customer is a U.S. federal government end user, its rights are only those rights provided to all other end users under this Agreement.

23. Compliance; Export; Sanctions; Anti-Corruption

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) to any U.S.-embargoed country or region (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Services, you represent and warrant that (i) you are not located in any such country or region; (ii) you are not, and are not 50% or more owned or controlled by, any party on any such list; (iii) you will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles or chemical, biological, or nuclear weapons; and (iv) neither you nor any of your personnel will offer, promise, or pay anything of value to any person in violation of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or comparable anti-corruption laws.

24. Governing Law; Exclusive Venue; Jury Trial Waiver

24.1 Governing Law

This Agreement and any action related thereto will be governed by and interpreted under the laws of the State of Delaware, without giving effect to any conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

24.2 Exclusive Venue

Both you and Mastra agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to the personal jurisdiction of, and venue in, those courts.

24.3 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

24.4 Time Limitation

Any claim arising out of or related to this Agreement must be brought within one (1) year after the cause of action accrues, except as otherwise required by applicable non-waivable law.

24.5 Equitable Relief Carve-Out

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened infringement, misappropriation, or violation of intellectual property rights or Section 11 (Confidentiality).

25. Choice of Language

It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

26. Electronic Communications

The communications between you and Mastra may take place via electronic means, whether you visit the Services or send Mastra emails, or whether Mastra posts notices on the Services or communicates with you via email or in-product notification. For contractual purposes, you (a) consent to receive communications from Mastra in electronic form, including operational notices regarding your Customer Account and the Services, updates regarding new and existing features, communications regarding promotions, and news regarding Mastra and the AI industry; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Mastra provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable statutory rights, including under the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. § 7001 et seq. ("E-Sign").

27. Agreement Updates

Mastra may modify this Agreement from time to time. When changes are made, Mastra will update the "Last Updated" date above and, where you have registered a Customer Account, will send an email to the address associated with your Customer Account (or provide in-product notification). Unless otherwise stated, changes are effective immediately for users without a Customer Account and thirty (30) days after notice for users with a Customer Account. Mastra may require you to affirmatively consent to material updates before further use of the Services is permitted. If you do not agree to any change(s) after receiving notice, you must stop using the Services. Your continued use of the Services after the effective date of any update constitutes acceptance of such update. If you do not agree to a material update, your sole remedy is to stop using the Services and, for paid Plans, to receive a pro rata refund of any prepaid, unused Fees for the affected Plan.

28. Notices

Notices to Mastra must be sent to legal@mastra.ai, with a copy by overnight courier or first-class mail to:

Kepler Software Inc., 2261 Market Street Ste 5559, San Francisco, CA 94114

Notices to Customer may be sent to the email address associated with Customer's Customer Account or to the address provided in an Order Form. Notices are deemed given on receipt (for email) or three business days after deposit with a reputable overnight courier or first-class mail (for physical delivery). Where Mastra requires you to provide an email address, you are responsible for keeping that address current; if the email address is invalid or undeliverable for any reason, Mastra's dispatch of the email shall nonetheless constitute effective notice.

29. California Consumer Complaints

In accordance with California Civil Code §1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

30. General

30.1 Assignment

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Mastra's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the assignee is not a competitor of Mastra and assumes all obligations. Mastra may freely assign or transfer this Agreement, including any rights, obligations, or licenses granted hereunder. Any prohibited assignment is null and void.

30.2 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) resulting from causes outside its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor disturbances, internet or telecommunications failures, government action, failures or outages of Model Providers or other upstream providers, or other force-majeure events.

30.3 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

30.4 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement, except as expressly provided herein with respect to the Mastra Parties under Sections 18, 19, and 20.

30.5 Severability

If any provision is held invalid or unenforceable, the remainder of this Agreement will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

30.6 Waiver

No waiver is effective unless in writing signed by the waiving party. Failure to enforce any provision is not a waiver of future enforcement.

30.7 Entire Agreement; Order of Precedence

This Agreement, together with the Privacy Policy, the DPA and the BAA (if a BAA has been executed), any Supplemental Terms (including the Acceptable Use Policy), and any applicable Order Form, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. In the event of conflict, the order of precedence is: (1) the Order Form, (2) the DPA and/or the BAA, (3) any Order Form to an Order Form for an Enterprise Feature, solely with respect to the license grant, scope, and term for that Enterprise Feature and subordinate to Sections 12, 19, and 20 of these Terms of Service, (4) any product-specific Supplemental Terms, (5) these Terms of Service, (6) the EE License, subject to Section 1.2(b), (7) the Privacy Policy, and (8) the Documentation. Pre-printed or "click-wrap" terms in Customer's purchasing documents (including purchase orders) are void and have no effect.

30.8 Headings

Section headings are for convenience only and do not affect interpretation.

30.9 Questions, Complaints, Claims

If you have any questions, complaints, or claims with respect to the Services, please contact us at legal@mastra.ai. We will do our best to address your concerns.

31. Contact

Kepler Software Inc. (d/b/a Mastra), 2261 Market Street Ste 5559, San Francisco, CA 94114.

General contact: legal@mastra.ai Security: security@mastra.ai Billing: billing@mastra.ai Copyright Agent: copyright@mastra.ai