Menthra Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Menthra Inc., a Delaware C-Corporation ("Menthra," "we," "us," or "our"), governing your access to and use of the Menthra platform, including our website (menthra.ai), web application (app.menthra.ai), mobile applications, and all related services (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you agree to these Terms, our Privacy Policy (menthra.ai/privacy), our Acceptable Use Policy (menthra.ai/acceptable-use), and any additional terms applicable to specific features or services.

If you do not agree to these Terms, do not use the Platform.

If you are using the Platform on behalf of an organization (employer, school, clinic), you represent that you have authority to bind that organization to these Terms.

2. Eligibility

2.1 Age requirements

• You must be at least 13 years old to use the Platform
• Users between 13 and 17 must have parental or guardian consent
• Users under 13 may only use the Platform through an Organization deployment with verified parental consent under COPPA

2.2 Accuracy of information

You agree to provide accurate, current, and complete information when creating your account and to update it as necessary. You are responsible for maintaining the confidentiality of your account credentials.

2.3 One person, one account

Each account is for a single individual. You may not share your account credentials or allow others to access your account. Providers may have both a Provider account and a personal Client account.

3. Description of Services

3.1 Menthra provides

• AI companion conversations: Automated conversations with AI systems designed to provide emotional support and wellness guidance. AI companions are NOT licensed healthcare providers.
• Coaching services: Connections with human coaches for goal-oriented personal development. Coaches are not licensed therapists unless separately credentialed.
• Licensed therapy: Connections with licensed mental health professionals. Therapy services are subject to state licensing requirements and the Provider's professional standards.
• Provider digital twins: AI avatars trained on a Provider's methodology that offer support between live sessions. Digital twins are extensions of a Provider's practice, not independent practitioners.
• Organizational wellness: Enterprise and education deployments with aggregate analytics and administrative features.

3.2 The Platform is NOT

• A substitute for emergency medical services. If you are experiencing a medical emergency, call 911 (US) or your local emergency number immediately.
• A substitute for in-person crisis intervention. If you are in immediate danger of harming yourself or others, contact the 988 Suicide & Crisis Lifeline (call or text 988 in the US) or go to your nearest emergency room.
• A diagnostic tool. The Platform does not diagnose medical or mental health conditions.
• A replacement for professional medical advice. Always consult a qualified healthcare provider for medical decisions.

4. AI Services Disclaimer

4.1 Nature of AI interactions

AI companion conversations are generated by artificial intelligence systems. They are not provided by licensed healthcare professionals. AI responses are based on pattern recognition and language models — they do not constitute medical advice, diagnosis, or treatment.

4.2 Limitations of AI

• AI companions may occasionally provide responses that are inaccurate, incomplete, or not appropriate for your specific situation
• AI companions cannot replace the judgment of a licensed mental health professional
• AI-generated insights and pattern recognition are informational tools, not clinical assessments
• AI crisis detection is a safety feature but is not infallible — it may not detect all crisis situations

4.3 Your responsibility

You understand that AI companion interactions are for general wellness support and self-reflection. You agree not to rely solely on AI-generated content for decisions about your mental health treatment. If you are experiencing a mental health crisis, contact a licensed professional or emergency services.

5. Provider Services

5.1 Provider credentials

Providers on the Platform (therapists, coaches, wellness creators) are independent professionals. Menthra verifies Provider credentials at the time of onboarding but does not employ Providers or control their professional judgment.

5.2 Provider-client relationship

When you engage with a licensed therapist through the Platform, you establish a provider-client relationship governed by applicable state laws and the Provider's professional standards. Menthra facilitates this relationship but is not a party to it.

5.3 Digital twins

A Provider's digital twin is an AI representation trained on the Provider's methodology and content. Interactions with a digital twin are not equivalent to a live session with the Provider. The Provider maintains oversight of their digital twin's behavior and content.

5.4 Provider availability

Menthra does not guarantee the availability of any specific Provider. Providers set their own schedules and may discontinue services at any time.

6. User Content and Intellectual Property

6.1 Your content

You retain ownership of all content you provide to the Platform, including conversation messages, uploaded files, assessment responses, and feedback. By using the Platform, you grant Menthra a limited, non-exclusive, revocable license to process your content solely for the purpose of providing and improving the Platform services.

6.2 Provider content

Providers retain ownership of their training materials, therapeutic content, methodologies, and recordings. By uploading content to the Platform, Providers grant Menthra a limited, revocable license to use that content solely for operating their digital twin and related Platform features.

6.3 Menthra intellectual property

The Platform, including its design, code, AI models, brand elements, and documentation, is owned by Menthra Inc. and protected by intellectual property laws. You may not copy, modify, distribute, reverse-engineer, or create derivative works from any part of the Platform without our written consent.

6.4 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant Menthra a perpetual, irrevocable, worldwide license to use that feedback for any purpose without compensation or attribution.

7. Payment and Billing

7.1 Fees

Certain features of the Platform require payment. Fees are displayed before purchase and may vary by plan, region, and currency. All fees are in US Dollars unless otherwise specified.

7.2 Billing

Subscriptions are billed in advance on a monthly or annual basis. Credit-based usage is billed as consumed. You authorize us to charge your designated payment method for all fees incurred.

7.3 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. No refunds are provided for partial billing periods, except where required by law.

7.4 Price changes

We may change our fees with at least 30 days notice. Price changes apply to billing periods beginning after the notice period.

7.5 Taxes

You are responsible for all applicable taxes. We will collect taxes where legally required.

8. Privacy and Data Protection

Your privacy is governed by our Privacy Policy at menthra.ai/privacy. By using the Platform, you consent to the collection, use, and processing of your data as described in the Privacy Policy.

For HIPAA-specific protections, see our HIPAA Notice of Privacy Practices at menthra.ai/hipaa-notice.

9. Acceptable Use

Your use of the Platform is subject to our Acceptable Use Policy at menthra.ai/acceptable-use. Violation of the Acceptable Use Policy may result in account suspension or termination.

10. Crisis Situations and Safety

10.1 Crisis detection

The Platform includes automated crisis detection features that monitor conversations for indicators of self-harm, suicidal ideation, or imminent danger. When detected, the Platform may:

• Display crisis resources and hotline numbers
• Notify designated emergency contacts (for minors)
• Alert the assigned Provider (for therapy clients)
• Log the interaction for safety review

10.2 Limitations

Crisis detection is an automated safety feature and may not detect all crisis situations. The Platform is not a substitute for emergency services. In an emergency, always call 911 or your local emergency number.

10.3 Mandatory reporting

Menthra and its Providers comply with mandatory reporting laws. If required by law, information may be disclosed to authorities in cases involving child abuse, elder abuse, or imminent threat of harm to self or others.

11. Limitation of Liability

11.1 Disclaimer of warranties

11.2 Limitation of liability

11.3 Exceptions

These limitations do not apply to liability arising from (a) Menthra's gross negligence or willful misconduct, (b) death or personal injury caused by Menthra's negligence, or (c) any liability that cannot be excluded or limited under applicable law.

11.4 Healthcare disclaimer

12. Indemnification

You agree to indemnify, defend, and hold harmless the Menthra Parties from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Platform
• Your violation of these Terms
• Your violation of any third-party rights
• Any content you provide through the Platform
• Your negligence or willful misconduct

For Providers: You additionally agree to indemnify the Menthra Parties from claims arising out of your professional services delivered through the Platform, including claims related to your digital twin's interactions with clients.

13. Dispute Resolution

13.1 Informal resolution

Before filing a formal dispute, you agree to contact us at legal@menthra.ai and attempt to resolve the dispute informally for at least 30 days.

13.2 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Dallas County, Texas.

13.3 Class action waiver

13.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

13.5 Governing law

These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. For any disputes not subject to arbitration, exclusive jurisdiction lies in the state and federal courts of Dallas County, Texas.

14. Termination

14.1 By you

You may terminate your account at any time by contacting us at privacy@menthra.ai or through your account settings.

14.2 By us

We may suspend or terminate your account at any time for violation of these Terms, the Acceptable Use Policy, or if required by law. For non-urgent violations, we will provide reasonable notice before termination.

14.3 Effect of termination

Upon termination:

• Your access to the Platform will cease immediately
• Your data will be retained for 90 days to allow export, then deleted (except where legal retention is required)
• Provider digital twins will be deactivated immediately
• Sections of these Terms that by their nature should survive (Limitation of Liability, Indemnification, Dispute Resolution) will survive termination

15. Changes to Terms

We may modify these Terms at any time. When we make material changes, we will notify you by email and/or prominent notice on the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and close your account.

16. General Provisions

16.1 Entire agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, HIPAA Notice, and any additional terms for specific services, constitute the entire agreement between you and Menthra.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

16.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.

16.4 Assignment

You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of assets.

16.5 No third-party beneficiaries

These Terms do not create any third-party beneficiary rights, except as explicitly provided for Providers and Organizations.

16.6 Force majeure

Menthra shall not be liable for any failure or delay in performance resulting from circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, internet disruptions, or third-party service failures.

16.7 Notices

We will send notices to the email address associated with your account. You may send notices to legal@menthra.ai.

17. Contact

For questions about these Terms:
Legal Department: legal@menthra.ai
Menthra Inc., Frisco, Texas, USA

For privacy concerns: privacy@menthra.ai
For safety concerns: safety@menthra.ai