By accessing or using the App, you represent, warrant, and covenant that you meet one of the following criteria:

1. You are 18 years of age or older; or
2. You are 13 years of age or older but under the age of 18, and you have obtained verifiable parental or legal guardian consent to use the App in accordance with Section 1.1; or
3. You are under 13 years of age, and your parent or legal guardian has provided verifiable consent for your use of the App in accordance with Section 1.2, subject to the restrictions and safeguards outlined therein.

If you do not meet the foregoing age requirements or fail to obtain the required consent, you are hereby prohibited from accessing or using the App, and you must cease all such activities immediately. Sthirah reserves the right to verify age and consent status at any time, and any misrepresentation may result in termination of access.

a) For users aged 13 to 17, parental or legal guardian consent must be obtained through a verifiable method, including but not limited to an email verification process, submission of a signed consent form, or other authentication mechanism designated by Sthirah, to be sent to info@sherpalai.com. Parents or legal guardians shall be solely responsible for supervising the minor’s use of the App, ensuring compliance with these Terms, and monitoring Content submitted or accessed by the minor.
‍
b) Sthirah reserves the right, in its sole discretion, to request proof of age and parental consent at any time, including government-issued identification or other documentation. Failure to provide such proof within a reasonable timeframe specified by Sthirah may result in the suspension or permanent termination of the minor’s account.

c) Parents or legal guardians of users aged 13 to 17 may submit a written request to info@sherpalai.com to terminate their child’s account and request the deletion of associated personal data, subject to applicable data retention laws and Sthirah’s Privacy Policy.

a) Users under 13 years of age may access the App only with the express, verifiable consent of a parent or legal guardian, in compliance with the Children’s Online Privacy Protection Act (“COPPA”) and other applicable child protection laws. Consent must be obtained through a process designated by Sthirah, which may include submission of a signed consent form, online registration forms, electronic verification that may be introduced, or other legally recognized methods, which may change without notice.

b) Parents or legal guardians consenting on behalf of a child under 13 must review these Terms in their entirety, agree to supervise the child’s use of the App, and acknowledge responsibility for the child’s actions. Sthirah may limit the features following legal reasons, court order, or federal regulations, functionality, or Content available to users under 13 to ensure compliance with legal and safety standards.

c) Sthirah will not knowingly collect, process, or retain personal information from users under 13 beyond what is reasonably necessary to provide the App and comply with COPPA, unless expressly authorized by the parent or legal guardian. Parents or legal guardians may revoke consent and request deletion of their child’s data at any time by contacting info@sherpalai.com, subject to applicable legal requirements.

c) Sthirah reserves the right to terminate access for users under 13 if consent is not verified, is withdrawn, or if the child’s use violates these Terms or applicable law.

a) “App” means the Sherpal cloud application, including all software, databases, functionality, content, and documentation made available by Sthirah through the App. This includes the underlying technologies listed in Section 3 and the AI-driven features described in Section 3.1.

b) “Content” means any and all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials generated, provided, or otherwise made accessible by Sthirah or users through the App, whether stored locally or in the cloud.

c) “Subscription” means the purchase of a non-transferable, revocable right to access and use the App for a specified term, as detailed in Section 7, subject to payment of applicable fees.

d) “User” means any individual or entity that accesses or uses the App, including but not limited to subscribers, trial users, beta testers, and minors with parental consent.

e) For the purposes of these Terms, the term “You” refers to the individual user accessing or using the Sherpal cloud application (the “App”) and its artificial intelligence features (“AI Features”). If the user is a minor, as defined under Texas law (Texas Family Code § 101.003, defining a minor as an individual under 18 years of age), “You” also includes the user’s parent or legal guardian who has provided lawful consent for the minor’s use of the App, in accordance with the Children’s Online Privacy Protection Act (“COPPA”, 15 U.S.C. § 6501 et seq.) and Texas law. Both the minor user and their parent or legal guardian are jointly and severally responsible for complying with these Terms, including but not limited to all obligations, restrictions, and indemnities set forth here and any other applicable provisions. Sthirah, Inc. (“Sthirah”, “we”, “us”, or “our”) reserves the right to require verification of parental or guardian consent for minor users at any time, and failure to provide such consent may result in termination of access to the App under Section 13 (Termination).

f) “AI Features” refers to the artificial intelligence technologies, including large language models (LLMs) and machine learning algorithms, integrated into the App as described in Section 3.1.

The App utilizes various third-party technologies and services to provide its functionality. These include, but are not limited to:

a) Backend: Python, Django Rest API, Gunicorn, Redis Cache, Docker, PostgreSQL Database, Nginx proxy, Swagger, UV package manager, Pre-commit Hooks.

b) Frontend: React JS, Material UI, Redux, Context API, Tailwind CSS, Typescript, Husky, ES Lint.

c) Cloud: Amazon ECS, ECR, Application Load Balancer, Amazon S3 (for images), MS SQL Server Primary, CloudWatch, VPC and VPC NAT Gateway, Elastic Cache.

Your use of the App may be subject to the terms and conditions of these third-party technologies and services. Sthirah disclaims all liability for the availability, performance, security, or reliability of such third-party technologies and services, and you agree to hold Sthirah harmless from any claims arising therefrom.

The App incorporates AI Features, including large language models (LLMs) and machine learning algorithms, to enhance functionality such as content generation, personalization, and data analysis. These AI Features are provided for informational and operational purposes only and are not intended as a substitute for professional judgment or advice.

a) Sthirah employs AI responsibly, adhering to applicable laws, regulations, and ethical guidelines, including those related to data privacy and algorithmic transparency. However, users acknowledge that AI outputs are generated based on statistical models and training datasets, which may contain inherent biases, inaccuracies, or limitations.

b) Users, including those under 18 with parental consent, assume full responsibility for reviewing and verifying the accuracy, appropriateness, and legality of AI-generated Content. Sthirah shall not be liable for any errors, omissions, misrepresentations, or unintended consequences resulting from the use of AI Features, and such liability is expressly disclaimed to the fullest extent permitted by law.

a) Availability: Sthirah endeavors to ensure the App is available 24 hours a day, 7 days a week, subject to scheduled maintenance, updates, or unforeseen interruptions. However, Sthirah does not warrant or guarantee uninterrupted or error-free access to the App, and any such interruptions shall not constitute a breach of these Terms.

b) Responsibility for Access: You are solely responsible for obtaining and maintaining all necessary equipment, software, internet access, and other infrastructure required to access the App. You shall also be liable for all activities conducted under your account, including those by authorized or unauthorized third parties.

c) Third-Party Services: The App may integrate with or provide access to third-party services beyond those listed in Section 3. Your use of such services is governed by their respective terms and conditions, and Sthirah shall bear no responsibility or liability for the availability, content, security, or performance of such third-party services.

If you are using a beta version of the App, you acknowledge and agree that:

a) “As Is” Provision: The beta version is provided “as is” and “with all faults” without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

b) No Support Obligation: Sthirah has no obligation, contractual or otherwise, to provide technical support, maintenance, or updates for the beta version.

c) Potential Defects: The beta version may contain bugs, errors, or defects that could result in data loss, system failure, or other material harm, for which Sthirah shall not be liable.

d) Discontinuation: Sthirah reserves the right to discontinue the beta version at its sole discretion, with or without prior notice, and without incurring any liability to you or any third party.

e) Feedback: You agree to provide Sthirah with prompt and detailed feedback regarding your use of the beta version, including any bugs, errors, or usability issues, which Sthirah may use without restriction or compensation.

f) Confidentiality: You shall treat all information related to the beta version as confidential and shall not disclose, publish, or distribute such information to any third party without Sthirah’s prior written consent.

g) Limited Use: Your use of the beta version is strictly limited to the purpose of testing, evaluation, and providing feedback to Sthirah, and any other use is expressly prohibited.

a) License Grant: By submitting, posting, or displaying Content through the App, you grant Sthirah a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content in any media or format, whether now known or hereafter developed.

b) Content Ownership: You retain all right, title, and interest in the intellectual property rights to your Content, subject to the foregoing license. You represent and warrant that you have the lawful right to submit such Content and that it does not infringe upon the rights of any third party.

c) Content Restrictions: You covenant not to submit, post, or display any Content that:

By submitting, posting, displaying, or generating any Content, including prompts or outputs generated by the App’s artificial intelligence features (“AI Features”), through the Sherpal cloud application (the “App”), you agree to comply with the following terms and restrictions. These provisions are designed to protect Sthirah, Inc. (“Sthirah”, “we”, “us”, or “our”), our users, and third parties from harm arising from inappropriate or unlawful use of the App, in accordance with the Laws of the State of Texas, USA, including but not limited to the Texas Business and Commerce Code, Texas Civil Practice and Remedies Code, and applicable federal laws such as the Children’s Online Privacy Protection Act (“COPPA”) and the Digital Millennium Copyright Act (“DMCA”).

a) License Grant. By submitting, posting, displaying, or generating Content through the App, you grant Sthirah a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content in any media or format, whether now known or hereafter developed, solely for the purpose of operating, improving, promoting, and providing the App. This license includes the right to use AI-generated outputs derived from your prompts to enhance the App’s functionality, subject to our Privacy Policy.

b) Content Ownership. You represent and warrant that you have the lawful right to submit, post, display, or generate such Content, and that it does not infringe upon the intellectual property, privacy, publicity, or other rights of any third party, nor violate any applicable Texas or federal law.

c) Content Restrictions. You covenant not to submit, post, display, or generate any Content, including prompts or AI-generated outputs, that:

d) User Responsibility for AI-Generated Outputs. You acknowledge that the App’s AI Features, including large language models (LLMs) and machine learning algorithms, generate outputs based on your prompts, which may contain errors, biases, inaccuracies, or unintended content. You are solely responsible for reviewing and verifying the accuracy, appropriateness, and legality of all AI-generated outputs before using, sharing, or relying on them. Sthirah disclaims all liability for any damages, claims, or losses arising from your use of AI-generated outputs, including but not limited to claims related to defamatory, obscene, unlawful, or offensive content, to the fullest extent permitted by Texas law.

e) Reporting Violations. If you believe any Content, including AI-generated outputs, violates these Terms or applicable law, you may report it to Sthirah at info@sherpalai.com. Sthirah reserves the right, but not the obligation, to investigate and take appropriate action, including removing Content or terminating user access, in accordance with Section 13 (Termination).

f) DMCA Compliance. If you believe any Content infringes your copyright, you may submit a notification to Sthirah’s designated copyright agent at info@sherpalai.com or 3903 Garnet Fls, Sugar Land, TX 77479, in accordance with 17 U.S.C. § 512(c). The notification must include: 

In addition to restrictions in the End User License Agreement (“EULA”) and Section 6 above, you agree not to engage in any of the following conduct in connection with your use of the App, whether through prompts, AI-generated outputs, or other interactions. These prohibitions are intended to ensure a safe and lawful environment for all users and to protect Sthirah from liability under Texas and federal law.

a) Unlawful or Harmful Content. Submit, generate, or share any prompts or AI-generated outputs that are unlawful, libelous, defamatory, obscene, pornographic, vulgar, lewd, suggestive, indecent, abusive, inflammatory, harassing, hateful, or that promote discrimination, racism, violence, threats, terrorism, or illegal activities, in violation of Texas law (e.g., Texas Penal Code § 43.21 et seq., § 22.07) or federal law.

b) Controlled Substances. Reference, promote, or facilitate the illegal use, distribution, or manufacture of controlled substances, including but not limited to alcohol, beer, wine, whiskey, vodka, marijuana, cocaine, or other drugs, as defined under the Texas Controlled Substances Act (Texas Health and Safety Code § 481.001 et seq.) or federal law.

c) Spam and Solicitation. Engage in spam, unauthorized advertising, political campaigning, or solicitation through the App, in violation of Texas Business and Commerce Code § 321.001 et seq. or the CAN-SPAM Act.Impersonation.

d) Impersonate any person or entity, or misrepresent your affiliation with any person or entity, with intent to deceive, in violation of Texas Penal Code § 37.11 or federal law.

e) Interference. Engage in any action that interferes with or disrupts the App, its servers, networks, or connected systems, or violates the policies of third-party technology providers, including but not limited to denial-of-service attacks or unauthorized access attempts.

f) Harassment. Engage in conduct that constitutes stalking, harassment, or threats toward any user or third party, in violation of Texas Penal Code § 42.07 (harassment) or federal law.

g) Data Collection. Collect, store, or process personal data of other users without their express written consent and in compliance with Texas data protection laws (e.g., Texas Business and Commerce Code § 503.001) and federal laws (e.g., GDPR, COPPA).

h) Automation. Employ automated tools, including robots, spiders, crawlers, scrapers, or other unauthorized software, to access, extract, or manipulate data from the App without Sthirah’s prior written authorization.

i) Legal Violations. Engage in any activity that violates local, state, national, or international laws or regulations, including but not limited to Texas laws governing obscenity, controlled substances, deceptive trade practices, or data protection.

j) Misuse of AI Features. Use the App’s AI Features to generate outputs that violate these Terms, including but not limited to content that is unlawful, offensive, or harmful. You acknowledge that you are solely responsible for the consequences of your prompts and the resulting AI-generated outputs.

Sthirah reserves the right to investigate any suspected violations of these prohibitions and to take immediate action, including suspending or terminating your access to the App, as provided in Section 13 (Termination). You agree to indemnify Sthirah against any claims arising from your violation of these prohibitions, as provided in Section 12 (Indemnification).

Sthirah has implemented reasonable technical and operational controls and guardrails, including but not limited to content filtering, monitoring mechanisms, and usage restrictions, to prevent abuse of the App’s artificial intelligence features (“AI Features”) and to promote compliance with these Terms and applicable Texas and federal laws, including the Texas Penal Code, Texas Business and Commerce Code, and federal statutes such as the Children’s Online Privacy Protection Act (“COPPA”) and the Digital Millennium Copyright Act (“DMCA”). Notwithstanding these measures, you acknowledge that no system can fully prevent all forms of misuse. You are solely responsible for ensuring that your use of the AI Features, including all prompts submitted and outputs generated, complies with these Terms and all applicable laws. Sthirah shall not be liable for any damages, claims, losses, or consequences, including but not limited to legal, financial, or reputational harm, arising from your or your parent or legal guardian’s abuse or misuse of the AI Features, including but not limited to submitting or generating Content that is unlawful, libelous, defamatory, obscene, pornographic, vulgar, lewd, suggestive, indecent, abusive, inflammatory, harassing, hateful, discriminatory, or that promotes violence, threats, terrorism, illegal activities, or the illegal use of controlled substances, as defined under the Texas Controlled Substances Act (Texas Health and Safety Code § 481.001 et seq.) or federal law. You agree to indemnify and hold harmless Sthirah, its affiliates, officers, and agents from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from your violation of these Terms or misuse of the AI Features, as provided in Section 12 (Indemnification).

The Sherpal cloud application (the “App”) and its artificial intelligence features (“AI Features”) are not, and are not intended to be, a substitute for professional teaching services, psychological, counseling, or mental health services. Sthirah, Inc. (“Sthirah”, “we”, “us”, or “our”) is not a licensed psychologist, professional counselor, or mental health professional, and the App does not provide professional education services, psychological or counseling advice, diagnoses, or treatments. Any recommendations, suggestions, or outputs generated by the AI Features are for informational purposes only and are based on statistical models and training datasets, which may contain errors, biases, or limitations. You acknowledge that you should not rely on any AI-generated outputs as a substitute for professional advice from a licensed psychologist, counselor, or other qualified mental health professional. You are solely responsible for any decisions or actions taken based on AI-generated outputs, and Sthirah disclaims all liability for any damages, claims, losses, or consequences, including but not limited to legal, financial, or personal harm, arising from such reliance, to the fullest extent permitted by Texas law, including the Texas Business and Commerce Code and Texas Civil Practice and Remedies Code. You agree to indemnify and hold harmless Sthirah, its affiliates, officers, and agents from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from your reliance on AI-generated outputs as professional psychological or counseling advice, as provided in Section 12 (Indemnification).

a) Subscription Plans: Sthirah may offer various subscription plans, each with distinct features, limitations, and pricing structures, as determined by Sthirah in its sole discretion.

b) Fees: You agree to pay all applicable fees for your chosen subscription plan in advance, which shall be non-refundable except as expressly provided herein or required by law.

c) Automatic Renewal: Subscriptions may automatically renew at the end of each term unless canceled in accordance with the cancellation policy specified in your plan. Cancellation requests must be submitted in writing to info@sherpalai.com prior to the renewal date.

d) Price Changes: Sthirah reserves the right to modify fees for any subscription plan upon reasonable notice, which may be provided via email or through the App interface. Continued use of the App after such notice constitutes acceptance of the new fees.

This section governs all payments made for access to or use of the Sherpal cloud application (the “App”) and its artificial intelligence features (“AI Features”), including subscriptions, one-time purchases, and discounted purchases. By making any payment, you agree to the following terms, which are designed to safeguard transactions and comply with Texas law, including the Texas Business and Commerce Code, and applicable federal laws.

a) Payment Processing. All payments for the App, including subscriptions, one-time purchases, and discounted purchases, are processed through Stripe, Inc. (“Stripe”), our third-party eCommerce payment gateway vendor. By making a payment, you agree to be bound by Stripe’s Terms and Conditions, available at https://stripe.com/legal, as well as Stripe’s Privacy Policy, available at https://stripe.com/privacy. Sthirah, Inc. (“Sthirah”, “we”, “us”, or “our”) is not responsible for any issues, errors, or disputes arising from Stripe’s processing of your payment, including but not limited to credit card transactions, failed transactions, or unauthorized charges, except as required by applicable law.

b) Subscriptions. If you purchase a subscription to the App, you authorize Sthirah and Stripe to charge your provided payment method (e.g., credit card) on a recurring basis (e.g., monthly or annually) for the subscription fee, plus any applicable taxes, until you cancel your subscription in accordance with Section 7.1(e) (Cancellation). Subscription fees are non-refundable, except as required by legal order or as determined by Sthirah on a case-by-case basis in its sole discretion. You are responsible for ensuring your payment method remains valid and has sufficient funds to cover recurring charges.

c) One-Time and Discounted Purchases. One-time purchases, including but not limited to access to premium features or content, and discounted purchases offered through promotions, are non-refundable, except as required by legal order or as determined by Sthirah on a case-by-case basis in its sole discretion. Discounted purchases are subject to the same payment processing terms as other transactions and may have additional restrictions, such as limited duration or non-transferability, as specified at the time of purchase.

d) Credit Card Transactions and Failed Transactions. You represent and warrant that you have the legal right to use any credit card or other payment method provided for transactions through the App. In the event of a failed transaction (e.g., due to insufficient funds, invalid payment method, or declined charge), Sthirah may suspend or limit your access to the App until payment is successfully processed. Sthirah is not liable for any fees, penalties, or consequences arising from failed transactions, including but not limited to overdraft fees or service interruptions, to the fullest extent permitted by Texas law. You agree to promptly update your payment method to resolve any failed transactions.

e) Cancellation. You may cancel your subscription at any time by following the cancellation procedures provided in the App. Cancellation will take effect at the end of the current billing cycle, and you will retain access to the App until that time. No refunds or prorated credits will be issued for partial billing cycles, except as required by legal order or as determined by Sthirah on a case-by-case basis in its sole discretion.

f) No Refunds or Returns. Except as required by legal order (e.g., a court order or applicable consumer protection law) or as determined by Sthirah on a case-by-case basis in its sole discretion, Sthirah does not offer refunds or returns for any payments, including subscriptions, one-time purchases, or discounted purchases. This policy applies to all circumstances, including but not limited to user dissatisfaction, technical issues, or account termination under Section 13 (Termination).

g) Taxes. All fees and charges are exclusive of applicable taxes, including but not limited to sales, use, or value-added taxes, as required by Texas law (e.g., Texas Tax Code § 151.001 et seq.) or other applicable jurisdictions. You are responsible for paying any taxes associated with your purchases, which may be added to your payment at checkout.

h) Disputes and Indemnification. You agree to resolve any payment-related disputes, including but not limited to unauthorized charges, failed transactions, or billing errors, directly with Stripe or your payment provider. If you initiate a chargeback or dispute through your payment provider, Sthirah may suspend or terminate your access to the App pending resolution, as provided in Section 13 (Termination). You agree to indemnify and hold harmless Sthirah, its affiliates, officers, and agents from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from your payment-related disputes or violation of this Section, as provided in Section 12 (Indemnification).
‍

Sthirah’s privacy practices are governed by its Privacy Policy. By using the App, you expressly consent to the collection, use, storage, processing, and disclosure of your personal information as described therein, including specific protections for users under 18 as outlined in Sections 1.1 and 1.2, in compliance with the General Data Protection Regulation (“GDPR”), COPPA, and other applicable privacy laws.

In addition to restrictions in the EULA, you agree not to:

a) Impersonate: Falsely represent yourself as another person or entity, or misrepresent your affiliation with any person or entity, with intent to deceive.

b) Interfere: Engage in any action that interferes with or disrupts the App, its servers, networks, or connected systems, or violates any network policies, including those of third-party technology providers.

c) Stalk or Harass: Engage in conduct that constitutes stalking, harassment, or threats toward any other User or third party.

d) Collect Information: Collect, store, or process personal data of other Users without their express written consent and in compliance with applicable data protection laws.

e) Use Automation: Employ automated tools, including robots, spiders, or scrapers, to access, extract, or manipulate data from the App without Sthirah’s prior written authorization.

f) Violate Laws: Engage in any activity that violates local, state, national, or international laws, regulations, or ordinances.

The App and all Content are provided “as is” and “with all faults” without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, or suitability for any specific use. Sthirah expressly disclaims all liability for the performance, availability, or security of the App, including AI Features and third-party technologies, to the maximum extent permitted by law.

To the fullest extent permitted by applicable law, Sthirah shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, data, goodwill, or business opportunities, arising out of or relating to these Terms, the use of or inability to use the App, or any reliance on AI-generated Content or third-party services, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory. Sthirah’s total aggregate liability under these Terms shall not exceed the fees paid by you to Sthirah in the twelve (12) months preceding the claim, if any. This limitation applies regardless of whether Sthirah has been advised of the possibility of such damages.

You agree to defend, indemnify, and hold harmless Sthirah, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your use of the App; (b) your breach of these Terms or the EULA; (c) your violation of any applicable law, regulation, or third-party right; or (d) any Content you submit, post, or display. This indemnification obligation shall survive the termination of these Terms.

Sthirah reserves the right to terminate, suspend, or restrict your access to the App, with or without cause, and with or without prior notice, in its sole discretion. Grounds for termination include, but are not limited to, your breach of these Terms, violation of any law, or misuse of the App. Upon termination, all rights granted to you hereunder shall immediately cease, and you shall discontinue all use of the App. Sections 6, 10, 11, 12, 14, 15, and 17-26 shall survive termination.

These Terms, including your use of the Sherpal cloud application (the “App”) and its artificial intelligence features (“AI Features”), shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. You agree that any dispute, claim, or legal action arising out of or relating to these Terms, the App, or your use thereof, including but not limited to disputes regarding user content, AI-generated outputs, payments, or breaches of these Terms, shall be brought exclusively in the state or federal courts located in Harris County, Texas. You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum or improper venue. Notwithstanding the foregoing, payment-related disputes processed through Stripe, Inc. (“Stripe”) shall be subject to Stripe’s Terms and Conditions, available at https://stripe.com/legal, as provided in Section 7.1 (Payment Processing). Sthirah, Inc. (“Sthirah”, “we”, “us”, or “our”) reserves the right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other rights under these Terms. If you are a minor, your parent or legal guardian, as included in the definition of “You”, is jointly and severally bound by this jurisdiction clause. This Section shall apply to the fullest extent permitted by Texas law, including the Texas Business and Commerce Code and Texas Civil Practice and Remedies Code.

Any dispute, controversy, or claim arising out of or relating to these Terms or the use of the App shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in Harris County, Texas, before a single arbitrator mutually agreed upon by the parties or appointed by the AAA. The arbitrator’s decision shall be final, conclusive, and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Sthirah may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

These Terms, together with the EULA and Privacy Policy, constitute the entire agreement between you and Sthirah with respect to the App and supersede all prior or contemporaneous understandings, agreements, representations, or communications, whether oral, written, or electronic. Any amendment to these Terms must be in writing and signed by an authorized representative of Sthirah to be effective.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect. The parties agree that the invalid provision shall be reformed to the extent necessary to render it enforceable while preserving its original intent.

No failure or delay by Sthirah in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further exercise thereof. Any waiver must be in writing and signed by an authorized representative of Sthirah to be effective.

All notices and other communications hereunder shall be in writing and deemed duly given: (a) when delivered personally; (b) on the first business day following deposit with a nationally recognized overnight courier service; or (c) upon the fifth business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested. Notices to Sthirah shall be addressed to Sthirah, Inc., 3903 Garnet Fls, Sugar Land, TX 77479, Houston, Texas. Notices to you shall be sent to the email or address provided during registration, or as updated in your account settings. Either party may designate a different address by providing written notice to the other party.

For any questions, concerns, or notices regarding these Terms, please contact us at info@sherpalai.com.

All intellectual property rights in the App, including but not limited to software, designs, logos, trademarks, and documentation, are the exclusive property of Sthirah or its licensors. Nothing in these Terms grants you any ownership or license to such intellectual property except as expressly provided herein.

a) You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the App, including AI Features, unless expressly permitted by applicable law.

b) Any unauthorized use, reproduction, or distribution of Sthirah’s intellectual property may result in legal action, including claims for injunctive relief and damages.

a) Sthirah implements reasonable technical and organizational measures to protect the security of your data, in accordance with industry standards and applicable laws. However, you acknowledge that no system is entirely secure, and Sthirah shall not be liable for unauthorized access or breaches beyond its reasonable control.

b) In the event of a data breach affecting your personal information, Sthirah will notify you in accordance with applicable laws (e.g., within 72 hours under GDPR or as required by state laws such as California’s CCPA) via email or the App, provided Sthirah has your current contact information.

c) You are responsible for maintaining the confidentiality of your account credentials and promptly notifying Sthirah at info@sherpalai.com of any suspected unauthorized access.

Sthirah shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, or failures of third-party services. In such events, Sthirah may suspend performance until the force majeure event is resolved.

You may not assign, transfer, or sublicense your rights or obligations under these Terms without the prior written consent of Sthirah. Sthirah may assign, transfer, or delegate its rights and obligations under these Terms to any affiliate or successor entity without your consent, provided such entity assumes Sthirah’s obligations hereunder.

a) If you access the App from outside the United States, you are responsible for ensuring compliance with local laws and regulations, including those related to data privacy, intellectual property, and online conduct.

b) Sthirah reserves the right to restrict access to the App in any jurisdiction where its use would violate applicable laws or these Terms.

You agree not to export, re-export, or transfer the App or any related technology in violation of U.S. export control laws and regulations, including the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).

Last updated: June, 2025