Last Updated: January 2026

These Terms of Service ("Terms") govern your access to and use of ATP and related services provided by Mitochondria.

1. Contracting Entities

Services are provided by the entity specified in your Order Form:

Mitochondria Ventures B.V. Keizersgracht 391A 1016EJ Amsterdam, The Netherlands

Kutumbakam Ventures LLP 1101, Nandan Probiz Pune 411045, Maharashtra, India

By using our services, you ("Client", "you") agree to be bound by these Terms. If you are using services on behalf of an organisation, you represent that you have the authority to bind that organisation.

2. Definitions

"ATP" refers to the agentic AI product provided by Mitochondria.

"Client Data" means all data, information, and content processed by ATP on your behalf.

"Order Form" means the document specifying the services, fees, and terms of your subscription.

"Personal Data" means any information relating to an identified or identifiable natural person.

"Subscription Fee" means the recurring fee for ATP access as specified in your Order Form.

"Use Case" means a specific business process or workflow automated by ATP.

3. Service Description

ATP is a subscription-based agentic AI product that automates business operations through intelligent, adaptive workflows. ATP integrates with your existing systems to process workflows, manage communications, and execute tasks autonomously within defined governance boundaries.

ATP operates as a continuously managed product requiring:

• An active internet connection

• Valid subscription

• Integration with your business systems

• Compliance with these Terms

4. Account Registration

To use ATP, you must:

• Provide accurate, current, and complete information

• Maintain the security of your account credentials

• Promptly update any changes to your information

• Be legally capable of entering into contracts

• Not be prohibited from receiving services under applicable laws

You are responsible for:

• All activities occurring under your account

• Maintaining the confidentiality of login credentials

• Immediately notifying us of any unauthorised access

• Ensuring all authorised users comply with these Terms

5. Subscription and Billing

Subscription Model

• ATP operates on a subscription basis (monthly, quarterly, or annual, as specified)

• Each subscription covers one defined use case specified in your Order Form

• Additional use cases require separate subscriptions

Payment Terms

• All fees are due 100% in advance

• Billing cycle is monthly, quarterly, or annual, as specified in your Order Form

• Grace period: 3-6 days for administrative delays

• All fees are exclusive of applicable taxes (VAT, GST, etc.)

• Fees are charged in the currency specified in your Order Form

Non-Payment

If payment is not received within the grace period:

• ATP service will be suspended

• Access to the platform will be restricted

• Service resumes only upon receipt of all outstanding amounts

• Reactivation duration and fees may apply

Refunds

All fees paid are non-refundable except as required by law or as explicitly stated in your Order Form.

6. Service Usage

Permitted Use

You agree to use ATP only for:

• Lawful business purposes

• Activities consistent with these Terms

• Purposes for which ATP is designed

Prohibited Use

You shall not:

• Violate any applicable laws or regulations

• Infringe the intellectual property rights of any party

• Transmit malicious code, viruses, or harmful content

• Attempt to reverse engineer, decompile, or disassemble ATP

• Resell, sublicense, or redistribute ATP services

• Use ATP to process illegal, harmful, or prohibited content

• Circumvent usage limits, security measures, or access controls

• Interfere with the operation of ATP or other clients' use

Usage Limits

Your subscription includes specified usage parameters. Exceeding these may result in:

• Additional charges

• Service throttling

• Requirement to upgrade your subscription

7. AI Limitations and Client Responsibility

ATP generates outputs based on probabilistic models and automation logic. Outputs may contain errors, omissions, or inaccuracies.

Client remains responsible for:

• Reviewing and validating all outputs

• Decisions made based on ATP outputs

• Compliance with applicable laws and regulations

• Human oversight for legal, financial, safety-critical, and regulated workflows

ATP is designed to augment human decision-making, not replace it. Mitochondria does not provide legal, financial, medical, or other professional advice through ATP.

8. Intellectual Property

Mitochondria Ownership

Mitochondria retains all rights, title, and interest in:

• ATP platform, software, and technology

• All algorithms, models, and methodologies

• Documentation and training materials

• Improvements and derivative works

• Mitochondria trademarks and branding

Client Ownership

You retain all rights to:

• Your business data

• Your configurations and customisations

• Content you process through ATP

• Outputs generated by ATP using your data

License Grant

Subject to these Terms, Mitochondria grants you a limited, non-exclusive, non-transferable licence to access and use ATP solely for your internal business purposes during your subscription term.

You grant Mitochondria a limited licence to access and process your data solely to provide the ATP service as contracted.

9. Data and Privacy

Data Ownership

• You retain ownership of all your data

• Mitochondria claims no ownership rights to your content

• Upon termination, your data remains in your systems

Data Processing

• Your data is processed transiently and not stored by Mitochondria except where explicitly agreed or required by law

• We do not train models on your data

• We act as Data Processor; you remain Data Controller

• Processing complies with EU GDPR, UK GDPR, and DPDP Act

Intra-Group Processing

Where Mitochondria Ventures B.V. is the contracting entity, development and operational support may be provided by our affiliated entity, Kutumbakam Ventures LLP (India). Such processing is subject to equivalent data protection obligations and appropriate transfer safeguards.

Security

We implement appropriate security measures including:

• Encryption in transit and at rest

• Access controls and authentication

• Regular security assessments

• Incident response procedures

Data Processing Addendum

A Data Processing Addendum (DPA) is available upon request and forms part of the agreement for enterprise clients.

For full details, see our Privacy Policy and Data Governance Policy.

10. Service Levels and Support

Availability

While we strive for maximum uptime, ATP is provided on an "as available" basis. We do not guarantee:

• 100% availability

• Uninterrupted service

• Error-free operation

Maintenance

• Scheduled maintenance will be communicated with reasonable notice

• Emergency maintenance may occur without prior notice

Support

• Email support during business hours

• Response times based on issue severity

• Documentation available as applicable

Service level commitments, if any, are specified in your Order Form.

11. Warranties

Mutual Warranties

Each party warrants that it:

• Has the authority to enter into these Terms

• Will comply with applicable laws

• Will perform its obligations in a professional manner

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, ATP IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. MITOCHONDRIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY

• FITNESS FOR A PARTICULAR PURPOSE

• NON-INFRINGEMENT

• ACCURACY OR RELIABILITY OF RESULTS

We do not guarantee:

• Specific business outcomes

• Cost savings or revenue increases

• Complete automation of all processes

12. Indemnification

By Client

You agree to indemnify and hold harmless Mitochondria from any third-party claims arising from:

• Your breach of these Terms

• Your violation of applicable laws

• Your data or content processed through ATP

• Your use of ATP in combination with other products or services

• Decisions made based on ATP outputs

By Mitochondria

Mitochondria agrees to indemnify and hold harmless Client from third-party claims that ATP infringes valid intellectual property rights, provided Client:

• Promptly notifies Mitochondria of the claim

• Gives Mitochondria control of the defence

• Cooperates in the defence

13. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, TO THE EXTENT PERMITTED BY LAW.

14. Confidentiality

Obligations

Each party shall:

• Protect the other's confidential information using reasonable care

• Not disclose confidential information to third parties

• Use confidential information only for purposes of these Terms

Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party

• Was rightfully known prior to disclosure

• Is independently developed without use of confidential information

• Must be disclosed by law (with reasonable notice where permitted)

Duration

Confidentiality obligations survive termination for three (3) years.

15. Term and Termination

Term

These Terms commence upon your first use of ATP and continue for the subscription period specified in your Order Form.

Renewal

Subscriptions renew automatically unless terminated with 30 days' written notice before the renewal date.

Termination for Convenience

Either party may terminate with 30 days' written notice at the end of any subscription period.

Termination for Cause

Either party may terminate immediately upon:

• Material breach not cured within 30 days of written notice

• Insolvency, bankruptcy, or similar proceedings

• Non-payment after the grace period (by Mitochondria)

Effect of Termination

Upon termination:

• Your access to ATP ceases

• All outstanding fees become immediately due

• Your data remains in your systems

• Confidentiality obligations survive

• Mitochondria does not retain copies of your data except where required by law

16. Governing Law and Disputes

For Mitochondria Ventures B.V. (EU & UK clients)

These Terms are governed by the laws of the Netherlands, excluding conflict of law principles. Disputes shall be resolved by the competent courts in Amsterdam.

For Kutumbakam Ventures LLP (India clients)

These Terms are governed by the laws of India, excluding conflict of law principles. Disputes shall be resolved through binding arbitration in Pune under the Arbitration and Conciliation Act, 1996.

The applicable governing law is determined by the contracting entity and jurisdiction specified in your Order Form.

17. General Provisions

Entire Agreement

These Terms, together with your Order Form and referenced policies, constitute the entire agreement between the parties.

Amendments

We may update these Terms with 30 days' notice. Continued use after updates constitutes acceptance. Material changes will be communicated via email.

Assignment

You may not assign these Terms without our written consent. We may assign to affiliates or successors.

Severability

If any provision is held invalid, the remainder continues in full effect.

Waiver

Failure to enforce any provision does not constitute a waiver.

Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control.

Notices

Notices must be in writing to the addresses specified in your Order Form or account.

By using ATP and Mitochondria services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.