Terms of Service

Agreement

These Terms govern use of the public Mitoma Systems website and any access to the Mitoma Systems service that is not governed by a separate Customer Agreement with Leva Nu Pty Ltd (ABN 20 694 850 747, ACN 694 850 747), of 5 Nerli Street, Everton Park, Queensland, Australia.

If a Customer Agreement applies, it exclusively governs the applicable service. These Terms continue to govern public website use and apply to the service only where the Customer Agreement expressly incorporates them.

Using the public website constitutes acceptance of the website-use provisions of these Terms to the extent permitted by law. For service access, this version of the Terms applies only where an authorised person affirmatively accepts the identified version through an account or checkout flow, or where a checkout, order, or other agreement expressly incorporates it. Publishing these Terms does not by itself bind an organisation to service terms.

If you accept these Terms for an organisation, you represent that you have authority to bind that organisation. In that case, "you" and "your" refer to the organisation.

Definitions

Who may use Mitoma Systems

• You must be authorised to act for the organisation you represent and be at least 18 years old.
• You must provide accurate information and keep account, billing, and security details current.
• You are responsible for Authorised Users and activity in your Workspace, except to the extent caused by our breach of these Terms.
• You must keep credentials secure and tell us promptly about suspected unauthorised access.

Right to access and use

Subject to these Terms, the applicable plan or order, and payment of applicable fees, we grant you and your Authorised Users a limited, non-exclusive, non-transferable (except as permitted under these Terms), and non-sublicensable right during the applicable access period to access and use the Service and Documentation for your internal business purposes and within applicable plan, usage, and Workspace limits.

This right permits access to the hosted Service. It does not transfer ownership of the software or give you a right to receive or copy source code, non-public models, or other underlying Mitoma Materials.

Website use

Website content is general product, technical, and commercial information. It is not engineering certification, procurement advice, legal advice, export-control advice, or a promise that a specific feature, integration, price, residency option, assurance state, or service level is available for your program.

Plans, billing, and taxes

• Unless marked as live checkout terms, prices shown on the website are indicative and may be changed before an order is accepted.
• Fees, inclusions, usage limits, renewal terms, cancellation rights, taxes, GST, payment method, and invoice timing are set out in the relevant checkout, quote, order form, or statement of work.
• You are responsible for taxes, duties, and charges other than taxes on our net income, unless the applicable order says otherwise.
• Refunds, credits, and cancellations are handled under the applicable order, these Terms, and any non-excludable rights under Australian Consumer Law.

Customer Material

You retain all right, title, and interest in Customer Material. We acquire no ownership rights in Customer Material.

You grant us and our contracted service providers a non-exclusive right to host, copy, transmit, process, secure, troubleshoot, and otherwise use Customer Material only as needed to provide, administer, support, and protect the Service, follow your documented instructions, and meet legal or contractual obligations.

We do not use Customer Material to train shared or public foundation models, and we do not permit a contracted model provider to do so, unless you expressly agree in writing. Provider-specific retention, abuse-monitoring, review, and location conditions remain subject to the approved deployment and applicable customer terms.

You represent that you and your Authorised Users have the rights, permissions, and lawful authority needed to submit Customer Material and permit us to process it as described in these Terms.

Output and intellectual property

Subject to applicable law, Third-Party Material, and payment of applicable fees, as between the parties you may use, reproduce, modify, distribute, and otherwise exploit customer-specific Output generated for you. To the extent we own transferable intellectual property rights in that Output, we assign those rights to you.

The assignment does not transfer ownership of Mitoma Materials or Third-Party Material. We retain all rights in Mitoma Materials, and third-party owners retain their rights in Third-Party Material.

We grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, and distribute any Mitoma Materials embedded in Output, but only as part of or as reasonably necessary to use that Output. Third-Party Material, licensed standards, and source excerpts remain subject to their applicable rights and restrictions.

Output may not be unique, and the Service may generate the same or similar material for other customers without using or disclosing your Customer Material or Confidential Information.

Engineering Responsibility

Mitoma Systems assists organisations in recording, organising, analysing, and tracing engineering information and decisions. It does not replace engineering judgement, independent verification, design review, testing, validation, certification, regulatory approval, or operational authority.

Output may be incomplete, inaccurate, or unsuitable for your intended purpose. You are responsible for reviewing the assumptions, evidence, calculations, configuration, applicability, and limitations of Output before relying on it.

Responsibility for engineering judgement, design decisions, procurement, verification, validation, certification, regulatory compliance, safety, deployment, and operation remains with you and your appropriately qualified and authorised personnel.

Unless a Customer Agreement says otherwise, Mitoma Systems does not provide professional engineering certification, safety certification, airworthiness approval, maritime classification, roadworthiness approval, export-control classification, or legal determination.

Restricted data

• Do not upload classified information, export-controlled data, ITAR, EAR, Defence-controlled material, controlled technical data, sensitive government information, or similarly restricted data unless a Customer Agreement and approved environment expressly permit that data class.
• You are responsible for ensuring that your use of Mitoma Systems complies with laws, procurement obligations, sanctions, security classifications, export controls, and internal policies that apply to your organisation.

Acceptable use and suspension

You and your Authorised Users must comply with our Acceptable Use Policy.

We may suspend access where reasonably necessary to protect the Service, customers, public safety, legal compliance, or security. Where reasonably practicable, we will give you prior notice and the reason for suspension. We may suspend immediately where delay would create an urgent legal, security, safety, or service-integrity risk.

We will limit a suspension to the scope and duration reasonably necessary and restore access promptly after the issue is resolved, subject to applicable law and any termination right.

• Acceptable Use Policy

Availability and service levels

We do not guarantee uninterrupted or error-free operation. Scheduled maintenance, upgrades, third-party provider failures, internet or infrastructure disruption, and circumstances beyond our reasonable control may affect availability.

We will use reasonable efforts to operate and restore the Service. Any uptime commitment, service credit, support response time, recovery objective, or other service level is governed solely by an applicable SLA or Customer Agreement.

Previews and beta features

We may offer functionality identified as a preview, beta, pilot, evaluation, or early-access feature. Use is optional unless an applicable order says otherwise. Such functionality may be incomplete, may change or be withdrawn, and may not be covered by general support or service-level commitments.

Do not rely on preview functionality for final engineering approval, safety-critical operation, certification, regulatory compliance, or production deployment unless a Customer Agreement expressly permits that use. Restricted Data must not be submitted to a preview unless the approved environment and signed terms expressly permit it.

Customer Material, confidentiality, privacy, security, and acceptable-use obligations continue to apply to previews. Any materially different data processing or provider conditions will be disclosed before the preview is enabled for customer data.

Mitoma Materials

Mitoma Systems, the website, Service, software, models, workflows, methods, templates, user interface, Documentation, and other Mitoma Materials are owned by Leva Nu Pty Ltd or its licensors. Except for rights expressly granted in these Terms or a Customer Agreement, we reserve all rights.

If you provide feedback or suggestions, you allow us to use them without restriction or obligation, provided we do not disclose your Customer Material or Confidential Information in doing so.

Third-party services and material

The Service may integrate with or reference third-party hosting, identity, payments, analytics, support, model, CAD, simulation, PLM, standards, data, or engineering services. Third-party services and Third-Party Material may have their own terms, licences, availability, and privacy notices.

If you direct us to connect the Service to a third-party service, you authorise us to exchange the information reasonably necessary for that integration. You are responsible for maintaining the third-party account and permissions required for it.

Privacy and data processing

Our Privacy Policy explains how we handle personal information in our independent capacity. It is a privacy notice and does not create a service level or contractual warranty.

Where a DPA is incorporated into a Customer Agreement, that DPA governs our processing of customer personal information within its scope. Deployment-specific subprocessors, residency, and processing constraints must be recorded in the applicable Customer Agreement or DPA.

• Privacy Policy
• Data Processing Addendum
• Subprocessors

Security

We will maintain reasonable administrative, technical, and organisational measures appropriate to the nature of the Service and the risk of the processing. No security measure eliminates all risk.

Program-specific security, residency, sovereign hosting, accreditation, audit, key-management, or incident-notification commitments apply only where agreed in a Customer Agreement, DPA, or security schedule.

• Security overview

Confidentiality

Each party must use reasonable care to protect the other party's Confidential Information, use it only to perform or receive the Service or exercise rights and obligations, and disclose it only to personnel, advisers, and contracted providers who need it and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is public through no breach, already known without restriction, independently developed without use of the other party's Confidential Information, or lawfully received from another source.

A party may disclose Confidential Information where required by law, regulation, or court order. Where legally permitted, it must give reasonable prior notice and disclose only what is required.

These confidentiality obligations continue for five years after termination. Obligations relating to trade secrets continue for as long as the information remains a trade secret under applicable law. A Customer Agreement may require a longer period.

Consumer guarantees and liability

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, remedy, or liability that cannot be excluded, restricted, or modified under Australian Consumer Law or another applicable law.

To the maximum extent permitted by law, we exclude implied warranties and are not liable for indirect, consequential, special, punitive, or exemplary loss, loss of profits, loss of revenue, loss of goodwill, or loss of data, except where that liability cannot be excluded.

To the maximum extent permitted by law, and except for liability that cannot be limited under Australian Consumer Law or another applicable law, our total aggregate liability arising out of or in connection with the Service and these Terms is limited to the fees paid by you for the Service in the twelve months before the event giving rise to the liability, or one hundred Australian dollars where no fees have been paid.

Indemnity

You will indemnify us against third-party claims, and the reasonable costs and losses arising from them, that result from Customer Material, your use of the Service in material breach of these Terms or the Acceptable Use Policy, or your breach of law, export controls, sanctions, or third-party rights, except to the extent the claim is caused by our breach of these Terms.

We must give you prompt notice of an indemnified claim, allow you reasonable control of its defence and settlement, and provide reasonable cooperation at your cost. You must not settle a claim in a way that admits liability for us or imposes a non-monetary obligation on us without our consent, which we will not unreasonably withhold.

Term, suspension, and termination

Your access continues for the period in the applicable plan, checkout, order, or Customer Agreement. Either party may terminate according to that document.

Either party may terminate service access governed by these Terms if the other materially breaches them and does not remedy the breach within thirty days after written notice, where the breach is capable of remedy.

We may suspend or terminate access immediately where your use is unlawful, creates an urgent and material security or safety risk, or involves a breach that cannot reasonably be remedied. We may suspend for undisputed non-payment after notice and a reasonable opportunity to pay.

On termination, your right to access the Service ends. Accrued payment obligations and any rights or remedies arising before termination continue. Customer Material is returned, exported, retained, or deleted according to the applicable plan, Customer Agreement, DPA, and law.

Changes to these Terms

We may update these Terms prospectively as the Service or law changes. We will update the date on this page and give reasonable notice of a material change through the website, Service, email, or contract channel.

A change that materially reduces your rights during a prepaid fixed term will normally take effect at renewal. If law, security, or an urgent service risk requires it to take effect earlier, we will explain the reason and, where the change materially disadvantages you, allow you to terminate before it takes effect and receive a pro-rata refund of unused prepaid fees.

Changes do not apply retroactively. Continued use of the public website after notice may constitute acceptance of updated website-use provisions to the extent permitted by law. A material change to service terms applies only through an affirmative acceptance by an authorised person, an applicable renewal or checkout that identifies the updated version, or another amendment mechanism expressly agreed with you.

Governing law

These Terms are governed by the laws of Queensland, Australia. The parties submit to the courts of Queensland and the courts that may hear appeals from them.

General

• Neither party is liable for a failure or delay, other than an accrued payment obligation, caused by events beyond its reasonable control. These may include natural disaster, war, government action, widespread internet or provider outage, or cyberattack. The affected party must take reasonable steps to limit the impact and notify the other where practicable. This clause does not excuse a failure caused by that party's lack of reasonable care.
• Neither party may assign these Terms without the other party's consent, which must not be unreasonably withheld. Either party may assign them to an affiliate or in connection with a merger, reorganisation, acquisition, or sale of substantially all relevant assets if the assignee assumes the assigning party's obligations.
• If any provision is found unenforceable, it will be modified only to the minimum extent necessary and the remaining provisions continue in effect.
• A delay or failure to enforce a right is not a waiver of that right.
• For service access governed by these Terms, these Terms, the applicable checkout or order, and the Acceptable Use Policy are the entire agreement about that access. A DPA, SLA, or security schedule forms part of the agreement only where expressly incorporated.
• Notices under these Terms may be sent to the account or billing email you provide and to info@mitoma.systems or 5 Nerli Street, Everton Park, Queensland, Australia, as applicable. This does not alter any legal requirement for formal service of court documents or regulatory notices.
• Provisions concerning payment, Customer Material, Output, intellectual property, confidentiality, liability, indemnity, governing law, and any provision that by its nature should continue, survive termination.

Contact

Questions about these Terms can be sent to info@mitoma.systems, marked for the attention of Legal.