Terms of Service

Last Updated: December 9, 2025

These Terms of Service ("Terms") govern your use of Sophia, the automated back-office assistant service ("Service") provided by Ithena Labs Inc. ("we," "us," or "our").

By texting our service number, accessing our website, or using our Service in any way, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

1. Eligibility

  • You must be at least 18 years old to use the Service.
  • You must be a resident of the United States. The Service is currently available only in the US.
  • You must be using the Service for legitimate business purposes (trades, services, contracting, etc.).

By using the Service, you represent and warrant that you meet all eligibility requirements.

2. Service Description

Sophia is an SMS-based AI assistant that helps you manage your business operations, including:

  • Creating and sending invoices to your customers
  • Managing customer information and history
  • Processing payments through Stripe
  • Providing business insights and reminders

You authorize the Service to send text messages to you and, upon your instruction and approval, to your customers on your behalf.

3. AI-Generated Content

Human Review Required: The Service uses artificial intelligence to process your requests and generate responses, including invoice drafts and customer messages. However:

  • All AI-generated content requires your explicit approval before any action is taken.
  • You must review invoices and messages before confirming they should be sent.
  • You are responsible for verifying the accuracy of all AI-generated content.

Ownership: You own all content generated by the Service on your behalf, including invoice text, customer messages, and business summaries. We retain no intellectual property rights to content created for you.

AI Limitations: AI may occasionally make errors. The Service is provided as a tool to assist you, not replace your professional judgment. We are not liable for errors in AI-generated content that you approve and send.

4. SMS Communications

  • Consent to Communications: By using the Service, you consent to receive SMS messages from us for service-related purposes. Message frequency varies based on your usage. Message and data rates may apply.
  • Opt-Out: You may stop receiving messages at any time by replying STOP. This will disable your ability to use the Service.
  • Customer Consent: You represent and warrant that you have obtained all necessary consents from your customers before providing their phone numbers to us for the purpose of sending invoices, payment links, or reminders. You are solely responsible for compliance with applicable laws regarding communications with your customers.

5. Fees and Payments

  • No Monthly Fee: The Service has no fixed monthly subscription fee.
  • Platform Fee: We charge a platform fee (currently 3.9%) on payments processed through the Service. This fee is automatically added to your customer's invoice amount, meaning you receive the full amount you charged.
  • Payment Processing: Payments are processed through Stripe. Standard Stripe processing fees apply in addition to our platform fee and are deducted from the transaction.
  • Stripe Connected Account: You must create and maintain a valid Stripe Connect account to receive funds. Stripe's terms of service apply to your use of payment features.
  • Fee Changes: We may change our fees with 30 days' notice via SMS to your registered phone number.

6. Your Responsibilities

You agree to:

  • Provide accurate and complete information when using the Service.
  • Keep your phone number and business information up to date.
  • Review all AI-generated content before approving it.
  • Use the Service only for lawful business purposes.
  • Maintain appropriate records for tax and legal compliance.
  • Obtain necessary licenses and permits for your trade or business.

7. Prohibited Activities

You agree not to use the Service for:

  • Sending unsolicited marketing, spam, or promotional messages to customers who have not requested them.
  • Any illegal, fraudulent, or unauthorized purpose.
  • Harassing, threatening, or abusing any person.
  • Transmitting content that is obscene, defamatory, or violates any law.
  • Attempting to circumvent security measures or access systems without authorization.
  • Reselling or redistributing the Service without our written consent.

8. Third-Party Services

The Service integrates with third-party services, including:

  • Stripe: For payment processing, invoicing, and financing (Klarna/Affirm).
  • Sinch: For SMS message delivery.
  • OpenRouter: For AI language model access and natural language processing.

Your use of these third-party services is subject to their respective terms and privacy policies. We are not responsible for the actions or policies of third-party service providers.

9. Account Termination

By You: You may stop using the Service at any time by:

  • Replying STOP to any message to opt out of SMS communications.
  • Disconnecting your Stripe account.
  • Contacting us at [email protected] to request account deletion.

By Us: We may suspend or terminate your access to the Service if:

  • You violate these Terms or engage in prohibited activities.
  • Your account has been inactive (no messages sent or received) for 6 consecutive months.
  • We are required to do so by law.

Effect of Termination: Upon termination, your access to the Service will cease. We will retain your data for 30 days to allow for data export requests, after which it will be permanently deleted. Funds in your Stripe account remain subject to Stripe's payout terms.

10. Intellectual Property

  • Our Property: The Service, including its software, design, branding, and documentation, is owned by Ithena Labs Inc. and protected by intellectual property laws.
  • Your Property: You retain ownership of your business information, customer data, and content generated by the Service on your behalf.
  • License to Us: You grant us a limited license to use your data solely to provide and improve the Service.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING:

  • The implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
  • Any warranty that the Service will be error-free, uninterrupted, or secure.
  • Any warranty regarding the accuracy of AI-generated content.

We do not guarantee any specific uptime or availability of the Service.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ITHENA LABS INC. SHALL NOT BE LIABLE FOR:

  • Any indirect, incidental, special, consequential, or punitive damages.
  • Any loss of profits, revenue, data, or business opportunities.
  • Any damages arising from AI errors in content you reviewed and approved.
  • Any actions or failures of third-party service providers (Stripe, Sinch, etc.).

Our total liability for any claim arising from or related to the Service shall not exceed the platform fees you paid to us in the 12 months preceding the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ithena Labs Inc. and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Service.
  • Your violation of these Terms.
  • Your violation of any rights of a third party, including your customers.
  • Any content you submit or approve through the Service.

14. Dispute Resolution

Binding Arbitration: Any dispute arising from or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

  • Arbitration will take place in Delaware or remotely via video conference.
  • The arbitrator's decision will be final and binding.
  • Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver: You agree to resolve disputes with us on an individual basis only. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Exception: Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property rights.

15. Force Majeure

We shall not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including natural disasters, acts of government, internet outages, or failures of third-party services.

16. General Provisions

  • Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
  • Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.
  • Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
  • Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
  • Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

17. Changes to These Terms

We may update these Terms from time to time. We will notify you of any material changes by sending an SMS to your registered phone number at least 30 days before the changes take effect.

Your continued use of the Service after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Service.

18. Contact Information

If you have questions about these Terms, please contact us:

Ithena Labs Inc.

131 Continental Drive, Suite 305

Newark, DE 19713

Email: [email protected]

We aim to respond to inquiries within 24 hours.