Mylo Prime

Version 1.1 · Effective August 2, 2026 · All legal documents

Mylo Prime — Terms of Service

Version: 1.1 Effective Date: August 2, 2026 Last Updated: August 2, 2026. v1.1 supersedes v1.0 (effective February 1, 2026). Added Section 10.6, which states what connecting a third-party service such as QuickBooks authorizes, what data that covers, and how to revoke it. Recorded in Section 19.11 that the separate End-User License Agreement formerly published at /legal/eula is superseded, so a single master agreement governs the Service. Corrected a cross-reference in the summary box below, which cited Section 14 for the limitation of liability instead of Section 15. These are clarifications effective on posting under Section 19.10: no obligation is added and no right is removed. Prior versions are available on request from [email protected].

READ THIS FIRST. These Terms of Service form a binding contract between you and Mylo Prime LLC. They include (a) a mandatory mediation-then-arbitration clause (Section 17), (b) a class-action waiver (Section 17.6), (c) a jury-trial waiver (Section 17.7), (d) a limitation of liability (Section 15), and (e) restrictions on using outputs from the Service to build a competing product (Section 18). If you do not agree, do not register for or use the Service.

1. The Agreement

1.1 Parties

This Terms of Service agreement (the “Agreement”) is entered into between Mylo Prime LLC, a Utah limited liability company with its principal office at 320 W 500 S, Suite 200, Bountiful, UT 84010 (“Mylo Prime,” “we,” “us,” or “our”), and the individual or legal entity that registers an account, accesses, or uses the Service (“Customer,” “you,” or “your”). If you are accepting this Agreement on behalf of an entity, you represent that you have the authority to bind that entity, in which case “Customer” refers to that entity.

1.2 Acceptance

You accept this Agreement by (a) clicking “I agree” or a similar affirmation during registration, (b) executing an Order Form that references this Agreement, or (c) accessing or using the Service. Each act of acceptance is recorded with your user identifier, IP address, user agent, and the version of this Agreement then in effect, and is admissible as evidence of your assent.

1.3 Order of precedence

In the event of a conflict, the documents below control in this order: (1) a fully executed Master Subscription Agreement; (2) a fully executed Order Form; (3) the Data Processing Addendum; (4) the Business Associate Agreement (if any); (5) this Agreement; (6) the Acceptable Use Policy; (7) the Security Exhibit; (8) the Privacy Policy.

1.4 Incorporated documents

The following are incorporated by reference and form part of this Agreement: the Acceptable Use Policy at /legal/aup; the Privacy Policy at /legal/privacy; the Data Processing Addendum at /legal/dpa; the current Sub-processor List at /legal/subprocessors; the Beta Addendum at /legal/beta (if applicable); and the Attorney-AI Disclosure at /legal/ai-disclosure.

2. Definitions

3. Account, Eligibility, and Authorized Users

3.1 Eligibility

You must be at least 18 years old and not be barred from receiving services under applicable law (including U.S. export controls and sanctions). The Service is not directed to consumers; it is a business-to-business tool for licensed professionals and their organizations.

3.2 Account security

You are responsible for: (a) maintaining the confidentiality of credentials and API keys; (b) all activities that occur under your account, whether or not authorized; (c) promptly notifying Mylo Prime of any suspected unauthorized access; and (d) configuring multifactor authentication for administrative accounts. We may suspend any account we reasonably believe is compromised.

3.3 Authorized Users

Customer may permit Authorized Users to access the Service. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own. Each Authorized User must use unique, individual credentials and may not share them. Authorized User counts and seat limits are set in the applicable Order Form.

3.4 Accuracy

You agree to provide accurate, current, and complete registration information and to keep it updated.

4. License Grant and Restrictions

4.1 License to Customer

Subject to this Agreement and timely payment of fees, Mylo Prime grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Service for Customer’s internal business operations.

4.2 Reservation of rights

All rights not expressly granted are reserved by Mylo Prime. No rights are granted by implication, estoppel, or otherwise.

4.3 Restrictions

Customer will not, and will not permit any third party to:

(a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, model weights, prompts, agent configurations, training methodologies, or trade secrets of the Service, except to the limited extent applicable law expressly permits notwithstanding this restriction; (c) sell, resell, rent, lease, sublicense, distribute, or commercially exploit the Service; (d) use the Service to build, train, fine-tune, evaluate, benchmark, or assist in developing a competing product or service, or to extract data for such purposes (see Section 18); (e) access the Service to monitor its availability, performance, or functionality for any benchmarking or competitive purpose without our written consent; (f) circumvent, disable, or otherwise interfere with any security, authentication, rate-limiting, or use-monitoring features; (g) attempt to gain unauthorized access to the Service, other accounts, or related systems or networks; (h) submit malicious code, viruses, worms, ransomware, or any code or content designed to disrupt, damage, or limit any software or hardware; (i) scrape, crawl, harvest, or systematically extract data from the Service, except via official APIs and within documented limits; (j) remove, obscure, or alter any proprietary notices, branding, or watermarks; (k) use the Service in violation of any applicable law, the Acceptable Use Policy, or any third-party rights; (l) exceed seat or usage limits stated in the Order Form; (m) use the Service to develop or operate any application that provides legal advice directly to consumers without licensed-attorney review and supervision; or (n) use the Service in any manner that would cause Mylo Prime or its sub-processors to violate the usage policies of any underlying AI model provider (including Anthropic, xAI, OpenAI, and Google), which policies are flowed down through this Agreement and the Acceptable Use Policy.

4.4 Suspension

Mylo Prime may suspend Customer’s or any Authorized User’s access without prior notice if (a) we reasonably believe there is a security threat, AUP violation, or unlawful use; (b) Customer’s account is past due more than thirty (30) days; or (c) we are required to do so by law. We will use commercially reasonable efforts to notify Customer of any suspension as soon as practicable.

5. Beta Features

Beta Features are provided “AS IS” and “AS AVAILABLE,” are excluded from any service-level commitment, warranty, or indemnity in this Agreement, may be modified or discontinued at any time without notice, and may have limitations, errors, or risks. Customer’s use of Beta Features is voluntary. If Customer is participating in a beta program, the Beta Addendum governs and supersedes any inconsistent term in this Agreement.

6. Customer Data and Intellectual Property

6.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data and Outputs generated for Customer’s account, subject to Mylo Prime’s rights in the Service and Service Data and any underlying rights of third-party model providers in the underlying models.

6.2 License to Mylo Prime

Customer grants Mylo Prime a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, display, and otherwise use Customer Data solely as necessary to (a) provide, maintain, and improve the Service for Customer; (b) prevent or address security, fraud, or abuse; (c) comply with law; and (d) generate Service Data and aggregated, de-identified statistics. Mylo Prime will not use Customer Data to train its own foundation models or those of any third party without Customer’s express, separate, written consent.

6.3 Service and Service Data

Mylo Prime owns and retains all right, title, and interest in and to the Service, the Documentation, all underlying technology, models, prompts, agents, agent flows, software, algorithms, user interfaces, know-how, and Service Data. Mylo Prime may freely use Service Data, including in aggregated and de-identified form, for any lawful business purpose, including to improve the Service, generate analytics, and develop new features.

6.4 Feedback

If Customer or its Authorized Users submit comments, suggestions, ideas, or feedback regarding the Service (“Feedback”), Customer grants Mylo Prime a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, disclose, reproduce, modify, and exploit the Feedback for any purpose, without obligation or compensation to Customer.

6.5 Customer Data warranties

Customer represents and warrants that: (a) it has all rights, consents, and authorizations necessary to submit Customer Data to the Service and to grant the licenses in Section 6.2; (b) Customer Data and its use of the Service does not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or other rights, or any law; and (c) Customer has provided all notices and obtained all consents required under applicable privacy laws for Mylo Prime to process personal data within Customer Data.

6.6 Privileged content

Customer is solely responsible for determining whether to submit content protected by the attorney-client privilege, work-product doctrine, or any other privilege or confidentiality obligation. Mylo Prime processes Customer Data as Customer’s agent for the limited purpose of providing the Service. Customer is responsible for obtaining any required client consents and for maintaining engagement-letter language consistent with the use of cloud-based and AI-assisted tools. Mylo Prime makes no representation that any privilege is preserved as to any third party.

7. Acceptable Use

Customer’s use of the Service is governed by the Acceptable Use Policy, which prohibits, among other things, unlawful activity, infringement, harmful or deceptive content, attacks on the Service or third parties, the unauthorized practice of law, automated decision-making that adversely affects individuals without human oversight, and uses prohibited by underlying AI model providers. Mylo Prime may update the Acceptable Use Policy from time to time. Material changes will be communicated as set forth in Section 19.10.

8. Fees, Billing, and Taxes

8.1 Fees

Customer will pay the fees set forth in the applicable Order Form. Except as expressly provided, fees are non-refundable and non-cancellable.

8.2 Invoicing and payment

Unless an Order Form states otherwise, fees are invoiced in advance and due net thirty (30) days from invoice date. Subscription fees auto-renew per Section 13.2.

8.3 Late payment

Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law, plus reasonable collection costs and attorney’s fees.

8.4 Disputed amounts

Customer must dispute an invoice in writing within thirty (30) days of receipt or the invoice is deemed accepted. Customer must timely pay all undisputed amounts. Disputes do not relieve Customer of its payment obligations for undisputed amounts.

8.5 Auto-renewal disclosure

Subscriptions auto-renew unless either party provides written notice of non-renewal at least thirty (30) days before the then-current term ends. This disclosure satisfies Utah Code Ann. §13-42-101 et seq. and similar consumer auto-renewal statutes.

8.6 Taxes

Fees are exclusive of all taxes, levies, and duties, including sales, use, value-added, withholding, and similar taxes (collectively, “Taxes”), other than Mylo Prime’s net-income taxes. Customer is responsible for all Taxes associated with its purchases. If Mylo Prime is required to collect Taxes, they will appear on the invoice unless Customer provides a valid exemption certificate.

8.7 Suspension for non-payment

Mylo Prime may suspend the Service if any undisputed amount is more than thirty (30) days past due, after notice and a ten (10) day cure window.

9. Service Levels and Support

9.1 General availability tiers

Where an Order Form identifies a service-level tier, the Service will be available consistent with the Service Level Agreement referenced in that Order Form, a copy of which is available on request from [email protected]. Service-level credits, if any, are Customer’s sole and exclusive remedy for service-availability failures. Where no Order Form identifies a service-level tier, no uptime commitment applies.

9.2 Beta and free tiers

Beta Features and free or evaluation tiers carry no service-level commitment and are excluded from any availability guarantee.

9.3 Support

Mylo Prime will provide support consistent with the support tier identified in the Order Form. Support is provided in English during U.S. business hours unless otherwise stated.

9.4 Maintenance

Mylo Prime may perform scheduled maintenance and emergency maintenance. Mylo Prime will use commercially reasonable efforts to perform scheduled maintenance during off-peak hours and to provide advance notice.

10. Security and Privacy

10.1 Security program

Mylo Prime maintains an information-security program designed to protect Customer Data, the elements of which are described in the Security Exhibit, a copy of which is available on request from [email protected]. A summary of Mylo Prime’s security posture is published at myloprime.com/security.

10.2 Privacy

Mylo Prime processes personal data within Customer Data in accordance with the Privacy Policy and, where applicable, the Data Processing Addendum.

10.3 Sub-processors

Mylo Prime engages the sub-processors identified at /legal/subprocessors (the “Sub-processor List”) to provide the Service. Mylo Prime will provide at least fifteen (15) days’ advance notice of new sub-processors via the Sub-processor List or email to the Customer’s designated contact. Customer may object to a new sub-processor in writing within fifteen (15) days, in which case the parties will negotiate in good faith for a reasonable solution; if none is reached, Customer may terminate the affected portion of the Service for convenience and receive a pro-rata refund of prepaid, unused fees.

10.4 Security incident notification

Mylo Prime will notify Customer of any confirmed unauthorized acquisition of, access to, or disclosure of Customer Data attributable to Mylo Prime (a “Security Incident”) without undue delay and in any event within seventy-two (72) hours of confirmation, and will provide information reasonably requested to enable Customer to comply with its own breach-notification obligations.

10.5 Customer responsibilities

Customer is responsible for: (a) maintaining the security of its credentials and devices; (b) configuring its account security settings consistent with its risk profile; (c) the lawfulness of Customer Data and the manner in which Customer obtained it; and (d) monitoring its own use of the Service for anomalies.

10.6 Third-party integrations

Customer may connect the Service to third-party services that Customer separately controls, including accounting, email, calendar, document-storage, electronic-signature, payment, and telephony providers (each a “Third-Party Service”). Connecting a Third-Party Service authorizes Mylo Prime to access, retrieve, and exchange data with that account on Customer’s behalf, through the Third-Party Service’s own authorization flow and limited to what the connected feature requires. Customer may disconnect a Third-Party Service at any time from within the Service or from that provider’s own account settings, which revokes the authorization prospectively.

Where Customer connects Intuit QuickBooks Online, that authorization covers the accounting records needed to keep billing and trust accounting in agreement, including customers, invoices, payments, credit memos, chart of accounts, and trust-liability balances. Mylo Prime uses that data only to synchronize Customer’s billing, invoicing, payment, and trust-reconciliation records within the Service. Mylo Prime does not sell it, does not use it for advertising, and does not use it to train AI models. The Privacy Policy describes this handling in full.

Each Third-Party Service is governed by Customer’s own agreement with its provider and not by this Agreement. Mylo Prime does not control, and is not responsible for, the availability, accuracy, security, or acts and omissions of any Third-Party Service. Third-party providers that process Customer Data on Mylo Prime’s behalf are identified on the Sub-processor List under Section 10.3.

11. Confidentiality

11.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that should reasonably be understood to be confidential. Customer Data is Customer’s Confidential Information. The Service, Documentation, pricing, roadmap, prompts, agent configurations, and security information are Mylo Prime’s Confidential Information.

11.2 Obligations

Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information using at least the same care it uses for its own information of like importance, but no less than reasonable care; and (c) limit access to its personnel and contractors who have a need to know and who are bound by written confidentiality obligations no less protective than this Section.

11.3 Exceptions

Confidentiality obligations do not apply to information that (a) is or becomes generally known without Recipient’s breach; (b) was known to Recipient without restriction prior to receipt; (c) is rightfully obtained by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.

11.4 Compelled disclosure

Recipient may disclose Confidential Information if required by law, subpoena, or court order, provided that, where legally permitted, Recipient gives Discloser prompt notice and reasonable cooperation to seek a protective order.

11.5 Term

Confidentiality obligations survive for five (5) years after termination of this Agreement, except that obligations regarding trade secrets continue indefinitely so long as the information remains a trade secret.

11.6 Equitable relief

Each party acknowledges that breach of this Section 11 would cause irreparable harm not compensable by damages alone, and the non-breaching party is entitled to seek equitable relief in addition to other remedies.

12. Artificial Intelligence; Outputs; Professional Use

12.1 Probabilistic Outputs

The Service uses generative artificial intelligence and large language models that produce probabilistic Outputs. Outputs may be incomplete, inaccurate, biased, fabricated (“hallucinated”), or unsuitable for Customer’s purpose. Customer must independently verify Outputs before relying on them, including verifying any cited statute, case, regulation, person, fact, calculation, or document reference.

Mylo Prime is not a law firm. Mylo Prime LLC does not practice law, and the Service does not provide legal advice. Outputs are tools to assist licensed professionals; they are not a substitute for the professional judgment, supervision, or independent verification of a licensed attorney. No attorney-client relationship is formed between Mylo Prime LLC (or any of its personnel) and Customer or any of Customer’s clients by virtue of this Agreement or use of the Service.

12.3 Human review required

Customer agrees that any Output that will be (a) filed with or submitted to a court, agency, or arbitrator; (b) sent to a client, opposing party, or third party as legal work product; (c) used to make a decision that materially affects an individual’s legal rights, finances, or property; or (d) relied upon for a court deadline, statute of limitations, or trust-accounting calculation, must be reviewed and approved by a licensed attorney with subject-matter responsibility before such use.

12.4 Utah Artificial Intelligence Policy Act

Customer acknowledges that the Utah Artificial Intelligence Policy Act, Utah Code Ann. §13-2-12 and related provisions, requires disclosure to consumers when generative AI is used in connection with regulated occupations, including legal services. Customer is responsible for making any required disclosures to its end clients and for complying with Utah Rules of Professional Conduct and the rules of any other jurisdiction in which Customer practices.

12.5 No training on Customer Data

Mylo Prime will not use Customer Data to train its foundation models or those of any third party without Customer’s express written consent. Mylo Prime may use Customer Data to (a) operate, secure, and improve the Service for Customer; (b) generate Service Data; and (c) generate aggregated and de-identified statistics that cannot reasonably be used to identify Customer or any individual.

12.6 Sub-processor model providers

The Service relies on third-party AI model providers identified on the Sub-processor List. Customer’s use is subject to the usage policies of those providers. Customer represents that it will not use the Service in a way that would cause Mylo Prime to violate any such provider’s terms.

12.7 Prohibited AI uses

Customer will not use the Service to: (a) make consequential decisions about an individual’s employment, credit, housing, insurance, education, or access to government benefits without meaningful human review; (b) generate non-consensual intimate imagery, child sexual abuse material, or content depicting real people in a misleading manner; (c) generate disinformation in connection with elections or public-health crises; (d) interact with consumers in regulated occupations without disclosing the use of AI as required by law; (e) provide legal advice directly to a person who is not represented by a licensed attorney supervising the Service; or (f) any use prohibited by the Acceptable Use Policy.

12.8 Output IP

Subject to Section 6 and underlying model providers’ terms, Customer owns Outputs generated for its account as between Customer and Mylo Prime. Customer acknowledges that Outputs may not be eligible for copyright protection, that similar or identical Outputs may be generated for other customers, and that Mylo Prime makes no representation that any Output is original or non-infringing.

12.9 Logging

Mylo Prime logs prompts, Outputs, telemetry, and security signals for the purposes of operating and securing the Service, detecting abuse, complying with law, and improving the Service. Logging practices are described in the Privacy Policy.

12.10 Calendar, deadline, and trust calculations

Any calendar, court-deadline, statute-of-limitations, or trust-accounting calculation produced by the Service is provided for informational purposes only. Customer’s licensed attorneys are solely responsible for verifying every such calculation against the governing rules, applicable orders, and the firm’s records before relying on it.

13. Term and Termination

13.1 Term

This Agreement begins on the Effective Date and continues until all subscription terms have expired or it is terminated as permitted herein.

13.2 Auto-renewal

Each subscription term automatically renews for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

13.3 Termination for cause

Either party may terminate this Agreement (or any affected Order Form) if the other materially breaches and fails to cure within thirty (30) days of written notice describing the breach in reasonable detail, except that breaches of Sections 4.3, 6.5, 7, 11, 14.3, or 18 are not subject to a cure period.

13.4 Termination for insolvency

Either party may terminate immediately on written notice if the other (a) becomes the subject of a bankruptcy petition not dismissed within sixty (60) days; (b) makes a general assignment for the benefit of creditors; or (c) becomes insolvent or unable to pay its debts as they become due.

13.5 Termination by Mylo Prime

Mylo Prime may terminate this Agreement immediately if Customer’s continued use of the Service would, in Mylo Prime’s reasonable judgment, expose Mylo Prime to legal liability, breach a third-party usage policy applicable to the Service, or violate applicable law.

13.6 Effect of termination

On termination or expiration: (a) Customer’s right to access the Service ceases; (b) Customer must pay all amounts owed through the effective date of termination; (c) Mylo Prime will, on written request received within thirty (30) days of termination, make Customer Data available to Customer for export in a machine-readable format; (d) after the export window, Mylo Prime may delete Customer Data, except as it is required to retain by law or for legitimate backup, audit, or dispute-defense purposes; and (e) each party will return or, at the other party’s option, destroy the other’s Confidential Information.

13.7 Survival

Sections 1.3, 2, 4.2, 4.3, 6.3, 6.4, 8 (with respect to amounts accrued), 11, 12 (with respect to Outputs in Customer’s possession), 13.6, 13.7, 14, 15, 16, 17, 18, 19, and any other provision that by its nature should survive, will survive termination.

14. Warranties; Disclaimers

14.1 Mutual warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

14.2 Limited Service warranty

Subject to Section 14.4, Mylo Prime warrants that, during a paid subscription term, the Service will perform materially in accordance with the Documentation. Customer’s exclusive remedy and Mylo Prime’s sole obligation for breach of this warranty is, at Mylo Prime’s option, to (a) re-perform or repair the affected Service; or (b) terminate the affected Order Form and refund prepaid, unused fees for the affected Service.

14.3 Customer warranties

Customer represents, warrants, and covenants that: (a) it will use the Service in accordance with this Agreement and applicable law; (b) it has obtained all consents and provided all notices required for Mylo Prime to process Customer Data, including personal data; (c) Customer Data does not and will not infringe or misappropriate any third-party right; (d) it will not use the Service to engage in the unauthorized practice of law; (e) it will comply with the Utah Rules of Professional Conduct and the rules of every other jurisdiction in which it practices; (f) it has and will maintain professional liability (errors-and-omissions) insurance at industry-standard limits; and (g) its use of the Service complies with the usage policies of underlying AI model providers identified on the Sub-processor List.

14.4 DISCLAIMER

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 14.2, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, BETA FEATURES, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MYLO PRIME DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND TITLE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. MYLO PRIME DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE, OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS.

15. Limitation of Liability

15.1 Exclusion of damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO MYLO PRIME IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

15.3 Carve-outs

The exclusions and cap in Sections 15.1 and 15.2 do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 16; (c) Customer’s breach of Sections 4.3, 6.5, 7, 12.7, or 18; (d) breach of Section 11 (Confidentiality); (e) infringement, misappropriation, or violation of the other party’s intellectual-property rights; or (f) gross negligence, willful misconduct, or fraud. The cumulative liability for the carve-outs in clauses (b) through (f) will not exceed two times (2x) the fees paid or payable by Customer to Mylo Prime in the twelve (12) months preceding the event giving rise to liability (the “Super-Cap”), except that there is no cap on Customer’s payment obligations or on liability for fraud or willful misconduct.

15.4 Beta and free tiers

For Beta Features and any free, evaluation, or trial use, Mylo Prime’s total cumulative liability is capped at one hundred U.S. dollars (US$100) notwithstanding Section 15.2.

15.5 Essential purpose

The limitations in this Section 15 apply notwithstanding the failure of any limited remedy of its essential purpose.

15.6 Allocation of risk

The parties acknowledge that the disclaimers, limitations, and cap in Sections 14 and 15 are an essential basis of the bargain and that Mylo Prime would not provide the Service on the agreed economic terms without them.

16. Indemnification

16.1 By Mylo Prime

Mylo Prime will defend Customer from and against any third-party claim alleging that Customer’s authorized use of the Service infringes a U.S. patent, copyright, or trade secret of the third party (an “IP Claim”), and will indemnify Customer for damages and costs (including reasonable attorney’s fees) finally awarded against Customer by a court of competent jurisdiction or paid in settlement approved by Mylo Prime.

16.2 Exclusions

Mylo Prime has no obligation under Section 16.1 to the extent an IP Claim arises from (a) Customer Data or Outputs derived from Customer Data; (b) modifications to the Service not made by Mylo Prime; (c) combination of the Service with products, services, or data not provided by Mylo Prime; (d) Customer’s use of the Service in breach of this Agreement; (e) Beta Features or free-tier use; (f) Customer’s continued use after Mylo Prime provides a non-infringing alternative; or (g) any underlying third-party AI model provider’s content where the claim is more appropriately directed at that provider.

16.3 Mitigation

If the Service becomes, or in Mylo Prime’s reasonable opinion is likely to become, the subject of an IP Claim, Mylo Prime may, at its option and expense: (a) procure for Customer the right to continue using the Service; (b) modify or replace the Service so it is non-infringing without materially diminishing functionality; or (c) terminate the affected Order Form and refund prepaid, unused fees. The remedies in this Section 16 are Customer’s sole and exclusive remedy for any IP Claim.

16.4 By Customer

Customer will defend, indemnify, and hold harmless Mylo Prime, its Affiliates, and its and their officers, directors, employees, and agents from and against any third-party claim, demand, action, or proceeding, and all damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party right or law; (b) Customer’s or its Authorized Users’ breach of Sections 4.3, 6.5, 7, 12, or 18; (c) Customer’s combination of the Service with other products, services, or data; (d) any reliance by Customer or any third party on Outputs, including any claim of legal malpractice, professional negligence, or unauthorized practice of law; (e) Customer’s violation of any law or third-party right; or (f) any claim brought by Customer’s clients, end users, or employees relating to Customer’s use of the Service.

16.5 Procedure

Indemnification is conditioned on the indemnified party (a) promptly notifying the indemnifying party of the claim; (b) providing the indemnifying party sole control of the defense and settlement, except that no settlement may impose a non-monetary obligation or admit fault on the indemnified party without its written consent; and (c) providing reasonable cooperation, at the indemnifying party’s expense.

17. Dispute Resolution; Governing Law

17.1 Governing law

This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution

Before initiating mediation or arbitration, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (a “Dispute”) through senior-executive negotiation. The complaining party will provide written notice describing the Dispute in reasonable detail, and the parties will negotiate in good faith for thirty (30) days before proceeding.

17.3 Mandatory mediation

If the Dispute is not resolved through informal resolution, the parties will submit the Dispute to non-binding mediation administered by JAMS in Davis County, Utah, under the JAMS Mediation Rules then in effect, before a single mediator mutually agreed by the parties (or, if the parties cannot agree within fifteen (15) days, appointed by JAMS). Each party will bear its own costs and equally share the mediator’s fees. Mediation is a mandatory condition precedent to arbitration.

17.4 Binding arbitration

If the Dispute is not resolved within forty-five (45) days after the mediator is appointed, or if mediation does not occur within sixty (60) days after written notice requesting mediation, either party may initiate binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, before a single arbitrator selected per AAA rules. The seat of arbitration is Davis County, Utah, and the arbitration will be conducted in English. The arbitrator may award any remedy available at law or in equity, including provisional remedies, but may not award punitive damages and may not consolidate or hear claims on a class or representative basis. The arbitrator’s award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

17.5 Arbitration confidentiality

The existence, content, and result of any mediation or arbitration are confidential, except as required for enforcement, by law, or to protect a party’s legal rights.

17.6 Class-action waiver

THE PARTIES WAIVE THE RIGHT TO BRING ANY CLAIM ON A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE BASIS. Disputes will be resolved only on an individual basis. If a court determines that this class-action waiver is unenforceable as to a particular claim, that claim will be severed from arbitration and litigated in court under Section 17.8, while the balance of disputes proceed in arbitration.

17.7 Jury-trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. This waiver applies to any dispute that is not subject to arbitration.

17.8 Carve-out for equitable relief and IP

Notwithstanding Sections 17.3 and 17.4, either party may bring an action in the state or federal courts located in Davis County, Utah (and the parties consent to personal jurisdiction and venue there) seeking (a) injunctive or other equitable relief to protect its intellectual property, Confidential Information, or trade secrets, or to address a violation of Section 4.3, 11, or 18; or (b) collection of undisputed amounts owed.

17.9 Mass-arbitration procedure

If twenty-five (25) or more substantially similar arbitration demands are filed against Mylo Prime by or with the assistance of the same or coordinated counsel within a sixty (60) day period, the parties agree the demands will be administered in batches of no more than fifty (50) demands at a time, with the parties selecting an equal number of demands for each batch. The remaining demands will be stayed until the batch is resolved. Statutes of limitation are tolled for stayed claims. The parties will cooperate with the AAA to implement an efficient batched process and to allocate filing fees consistent with this section.

17.10 Arbitration opt-out for individual users

An individual Authorized User who is a natural person (not an entity) may opt out of Section 17.4 by sending written notice of opt-out to [email protected] within thirty (30) days of first accepting this Agreement. Opt-out does not affect any other provision of this Agreement, including the class-action waiver and jury-trial waiver, which remain in effect.

17.11 Limitations period

Except for claims for non-payment, any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrues, or be forever barred. This period is shorter than Utah’s default statutes of limitation and the parties agree to it knowingly and voluntarily.

18. Non-Circumvention; Restricted Competitive Use

18.1 Trade-secret protection

Customer acknowledges that the Service embodies Mylo Prime’s confidential and proprietary methodology, including agent designs, prompt engineering, model orchestration, and workflow automation, the disclosure or appropriation of which would cause Mylo Prime substantial and irreparable harm.

18.2 No competing development

During the term of this Agreement and for twenty-four (24) months after termination, Customer will not, directly or indirectly: (a) use Mylo Prime’s Confidential Information, the Service, or Outputs to design, develop, train, fine-tune, evaluate, benchmark, or assist any third party in developing a product or service that competes with the Service; (b) extract, scrape, or harvest data from the Service for any such purpose; or (c) publish performance benchmarks or comparative evaluations of the Service without Mylo Prime’s prior written consent.

18.3 No competitor access

Customer will not allow any individual or entity that is a Competitor (as defined below) to access the Service through Customer’s account or to use Outputs generated through Customer’s account. “Competitor” means (i) the entities identified on a list maintained by Mylo Prime and made available to Customer on request, and (ii) any business primarily engaged in providing AI-powered software, agents, or automation tools to law firms or legal-services providers.

18.4 Non-solicitation of Mylo Prime customers

During the term and for twelve (12) months after termination, Customer will not solicit any Mylo Prime customer that Customer became aware of through this relationship for the purpose of marketing or selling a product or service that competes with the Service. This restriction does not apply to general advertising not directed at Mylo Prime’s customers.

18.5 Non-solicitation of personnel

During the term and for twelve (12) months after termination, Customer will not solicit for employment or engagement any Mylo Prime employee or contractor with whom Customer interacted in the course of using the Service. This restriction does not apply to (a) general advertising not directed at Mylo Prime personnel or (b) responses to such general advertising.

18.6 Reasonableness

The parties agree that the scope, duration, and geographic reach of this Section 18 are reasonable and necessary to protect Mylo Prime’s legitimate business interests, including its trade secrets and confidential methodology, in light of the consideration provided under this Agreement.

18.7 Reformation; remedies

If a court holds any restriction in this Section 18 unenforceable, the court is authorized to reform the restriction to the minimum extent necessary to make it enforceable. Mylo Prime is entitled to seek injunctive and other equitable relief for any breach or threatened breach of this Section 18 in accordance with Section 17.8, in addition to any other remedies available at law or in equity.

18.8 No interference with professional judgment

Nothing in this Section 18 (a) prohibits Customer from using other software tools (including AI tools) in its general practice; (b) restricts an attorney’s exercise of independent professional judgment in representing clients; or (c) restricts Customer’s representation of clients in any matter.

19. General Provisions

19.1 Notices

Notices must be in writing and sent to: Mylo Prime LLC, 320 W 500 S, Suite 200, Bountiful, UT 84010, Attn: Legal, with a copy to [email protected]; and to Customer at the address and email associated with the account. Notices are effective upon receipt or, if by email with confirmation of delivery, on the next business day.

Service of process on Mylo Prime LLC must be made on its registered agent: Hepworth Legal, 320 W 500 S, Suite 200, Bountiful, UT 84010.

19.2 Assignment

Customer may not assign this Agreement, by operation of law or otherwise, without Mylo Prime’s prior written consent, except that Customer may assign to a successor in a merger, acquisition, or sale of substantially all of its assets that is not a Competitor and that is not insolvent. Mylo Prime may assign without consent in connection with a financing, merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation is void.

19.3 Force majeure

Except for payment obligations, neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemic, telecommunications or internet outages, cyber-attacks, third-party AI model-provider outages or policy changes, and infrastructure provider failures (a “Force Majeure Event”). The affected party will use reasonable efforts to mitigate. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form on written notice.

19.4 Independent contractors

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

19.5 No third-party beneficiaries

This Agreement does not confer any rights on any third party.

19.6 Export and sanctions

Customer represents that it is not and will not, in connection with the Service, act on behalf of any party that is (a) located in a country subject to comprehensive U.S. sanctions; (b) on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List or Entity List; or (c) otherwise the target of U.S. or other applicable sanctions. Customer will comply with all applicable export and sanctions laws.

19.7 Anti-corruption

Each party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, and neither party has or will offer or provide anything of value to a government official to obtain or retain business in connection with the Service.

19.8 Government end users

The Service is “commercial computer software” and the Documentation is “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. U.S. Government end users acquire only the rights set forth in this Agreement.

19.9 Publicity

Mylo Prime may identify Customer by name and logo as a customer on its website, in customer lists, and in other marketing materials. Customer may opt out by notice to [email protected]. Neither party will issue a press release or other public statement about the relationship without the other’s written consent.

19.10 Modifications

Mylo Prime may modify this Agreement from time to time. For non-material changes (typographical corrections, contact-information updates, clarifications), changes are effective on posting. For material changes, Mylo Prime will provide at least thirty (30) days’ advance notice via email or in-app notice and will require renewed acceptance before continued use. If Customer does not agree to a material change, Customer may terminate the affected Order Form on notice received before the change takes effect and receive a pro-rata refund of prepaid, unused fees.

19.11 Entire agreement

This Agreement, together with the documents incorporated by reference and any executed Order Form or MSA, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, communications, and understandings. For the avoidance of doubt, that includes the End-User License Agreement formerly published at myloprime.com/legal/eula, which is superseded in its entirety and is of no further force or effect. Pre-printed terms on a Customer purchase order or other Customer-issued document are of no force or effect, even if signed by Mylo Prime.

19.12 Severability; reformation

If any provision is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

19.13 No waiver

Failure to enforce any provision is not a waiver. Waivers must be in writing and signed.

19.14 Headings

Headings are for convenience only and have no substantive effect.

19.15 Construction

The parties have had the opportunity to consult counsel. Any rule of construction against the drafter does not apply.

19.16 Counterparts; electronic signature

Order Forms and MSAs may be executed in counterparts and by electronic signature with the same effect as original signatures.

19.17 Compliance with laws

Each party will comply with all laws applicable to its performance under this Agreement.

19.18 Insurance

Mylo Prime maintains insurance with commercially reasonable limits, including technology errors-and-omissions, cyber liability, commercial general liability, and employer liability. Customers under an executed MSA may request a certificate of insurance.

19.19 Accessibility

Mylo Prime targets conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA for the Service. Accessibility issues may be reported to [email protected].

19.20 DMCA

Notices of alleged copyright infringement should be sent to Mylo Prime’s designated DMCA agent: Hepworth Legal, c/o Mylo Prime LLC, 320 W 500 S, Suite 200, Bountiful, UT 84010, [email protected], 801-693-9999. Mylo Prime maintains a policy of terminating, in appropriate circumstances, accounts of repeat infringers.

19.21 Open-source notices

Open-source software components included in the Service are listed, with their applicable licenses, in the acknowledgements shipped inside each Mylo Prime client application, and are available on request from [email protected].

Contact: Mylo Prime LLC, 320 W 500 S, Suite 200, Bountiful, UT 84010, [email protected], 801-693-9999.

Registered Agent for Service of Process: Hepworth Legal, 320 W 500 S, Suite 200, Bountiful, UT 84010.