PLEASE NOTE (AUTO-RENEWAL): If you subscribe to the Services for a subscription term, then your subscription and this Agreement will automatically renew for successive billing periods at our then-current pricing unless you opt out of auto-renewal in accordance with Section 8.

PLEASE NOTE (ARBITRATION): Section 11.9 contains an arbitration agreement that requires most disputes between us to be resolved on an individual, non-class basis through binding and final arbitration instead of in court. See Section 11.9 for how to opt out.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE ANY SERVICES. EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING.

"Affiliate" means, with respect to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with such party.

"Agreement" means this Customer Terms of Service, any Order Forms, and any attachments, linked policies, or documents referenced in the foregoing (including the Privacy Policy and Acceptable Use guidelines, if any).

"AI Features" means features that use artificial intelligence, including large language models, ML algorithms, and related tools that may generate summaries, scores, insights, or other output.

"Beta Services" means services or features identified as "alpha," "beta," "preview," "early access," or similar.

"Control" means 50% or greater voting power or otherwise having the power to govern financial/operating policies or appoint management.

"Customer Chosen Third-Party Product" means a product, service, application, functionality, or content provided by a third party (or by Customer) that Customer or its Authorized Users choose to interoperate or use with the Services (e.g., Oura, WHOOP, Apple Health, Google Fit, Google/Microsoft SSO, etc.).

"Customer Data" means data in electronic form that Customer or its Users make available through the Platform or that is otherwise collected by NurAI on behalf of Customer or its Users (e.g., account info, voice recordings, transcripts, wearable metrics, usage).

"Documentation" means NurAI's user guides and other end-user documentation for the Services made available by NurAI.

"Enterprise Tier Services" means Services that NurAI makes available under an Enterprise plan.

"Free Services" means Services NurAI makes available free of charge.

"Fees" means fees payable for the Services under the Order Form or Pricing Page.

"Force Majeure Event" means an event beyond a party's reasonable control (e.g., natural disasters, war, civil unrest, strikes, Internet/hosting failures, power outages, denial-of-service attacks).

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and related regulations.

"Platform" means NurAI's hosted platform, apps, and related systems.

"Pricing Page" means the publicly available web page(s) where NurAI publishes list prices for Services.

"Pro Tier Services" means individual or team licenses under a non-Enterprise plan.

"Restricted Data" means data subject to heightened regulation that Customer is not permitted to submit to the Services absent a signed written addendum with NurAI (e.g., PHI under HIPAA unless expressly agreed; certain government-classified info; PCI full PAN data).

"Services" means the products and services that NurAI will provide under this Agreement as described in the applicable Order Form (including the Platform, Documentation, and any Software).

"Software" means any downloadable or device-installed components of the Services (e.g., desktop or mobile apps) provided by NurAI.

"Usage Data" means diagnostic and usage-related information from operation of the Platform and Services (e.g., performance metrics, feature usage, event logs).

"Users" means employees, agents, consultants, or other representatives authorized by Customer to access or use the Services.

2.1 Services. Subject to this Agreement and the applicable Order Form, NurAI grants Customer a limited, non-transferable, non-assignable (except as set forth herein), non-exclusive right to access and use the Services during the Subscription Term for Customer's lawful internal business purposes, solely in the form provided by NurAI and as permitted by the Services' functionality.

2.2 Software. NurAI may make Software available as part of the Services. Subject to this Agreement and the applicable Order Form, NurAI grants Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable license to download and install the Software to the extent necessary to use the Services. Software may update automatically. Open-source components are governed by their respective licenses.

2.3 NurAI Ownership. NurAI and its licensors own all rights, title, and interest in and to the Platform, Services, Software, Usage Data, de-identified and aggregated data, NurAI Materials, and Documentation, including enhancements and derivatives. No rights are granted other than as expressly set forth. Nothing prohibits NurAI from using Usage Data to operate, secure, and improve the Services; NurAI will not disclose Usage Data in a manner that identifies Customer or any individual.

2.4 Customer Chosen Third-Party Products. The Services may interoperate with Customer Chosen Third-Party Products. Such products are not under NurAI's control, and NurAI is not responsible or liable for them. Customer's acquisition and use of such products, and any exchange of Customer Data with their providers, is solely between Customer and the provider. NurAI is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by any such product or provider. Customer is solely responsible for obtaining any necessary licenses/rights.

2.5 Free Services. Use of Free Services is subject to this Agreement. Free Services are provided without charge up to limits described in the Documentation or Pricing Page. NurAI may terminate or modify Free Services at any time without liability. Free Services are provided "AS IS," without warranties or indemnities; NurAI's liability for Free Services will not exceed $100.

2.6 Health/Medical Use. The Services are for communication coaching and self-improvement and are not a medical device. They do not provide medical advice, diagnosis, or treatment, and are not HIPAA-compliant unless NurAI expressly agrees in a signed HIPAA Business Associate Addendum.

2.7 Recording-Law Compliance. Features may enable audio capture or analysis. Customer is solely responsible for complying with applicable recording/monitoring laws (including obtaining any required consents from participants) and for using the Services in lawful ways.

3.1 Ownership. Except for the limited rights expressly granted to NurAI, Customer retains all rights, title, and interest in and to Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and represents it has all rights necessary to submit Customer Data for use as contemplated by this Agreement.

3.2 Authorization. Customer grants NurAI a nonexclusive, worldwide, royalty-free right to process Customer Data: (a) to provide, maintain, and improve the Services; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer's direction or as initiated by Users via the Platform; and (d) as required by law.

3.3 AI Features & Output. Customer acknowledges that AI Features may process Customer Data and generate output ("Output"). Given the probabilistic nature of AI, Output may be inaccurate or inappropriate. All Output is provided "AS IS" and "WITH ALL FAULTS." Customer is responsible for reviewing, evaluating, and using Output; NurAI disclaims any warranties with respect to Output.

3.4 Model Training (by Plan).
Enterprise Tier Services: Unless otherwise agreed in an Order Form, NurAI will not use Customer Data to train NurAI's or third-party foundation models, except for de-identified/aggregated improvements that do not identify Customer or individuals.
Free & Pro Tier Services: Unless Customer opts out via settings or a written notice (where available), Customer grants NurAI and authorized sub-processors permission to use Customer Data to improve and train models. NurAI will provide a commercially reasonable opt-out mechanism where feasible; opting out may degrade certain features.

3.5 Aggregate/De-Identified Data. NurAI may use Customer Data to create de-identified or aggregated data that does not identify Customer or individuals ("Aggregated De-Identified Data") and may use such data for lawful business purposes (e.g., improving accuracy, benchmarking, research).

3.6 Security. NurAI uses commercially reasonable organizational and technical measures to protect the Services and Customer Data against unauthorized access, use, or disclosure. No system is 100% secure; Customer remains responsible for safeguarding its accounts and access credentials.

3.7 Processing & Restricted Data. Customer will not provide Restricted Data without NurAI's prior written consent and applicable addenda. NurAI has no responsibility or liability for Restricted Data provided in violation of this Agreement. Where required by law (e.g., GDPR Art. 28), the parties may enter into additional processing terms (e.g., DPA, SCCs).

4.1 Customer Restrictions. Customer will not:
• modify, copy, or create derivative works of the Services or NurAI Materials;
• resell, distribute, or act as a service bureau for the Services;
• access or use the Services for competitive analysis or to build a competing product;
• share access to a direct competitor of NurAI;
• use the Services to post or send infringing, obscene, threatening, libelous, or unlawful material;
• scrape, crawl, or data-mine the Platform in an unauthorized manner;
• interfere with or disrupt the Services' integrity or performance;
• remove proprietary notices from the Services;
• use the Services from embargoed countries or in violation of export laws;
• violate any applicable laws (including privacy, recording/monitoring, anti-spam, and consumer protection laws).

4.2 Customer Responsibilities. Customer will provide complete and accurate account, billing, and payment information and keep it current. Customer will not share credentials, and will ensure Users keep credentials confidential. Customer will promptly notify NurAI of any unauthorized account use.

4.3 Acceptable Use; Safety. Customer will not use the Services to harass, discriminate, or otherwise harm others, or to generate or disseminate unlawful content. NurAI may suspend access for violations to protect the Services or others.

5.1 Fees. Customer will pay the Fees for its Service Plan(s) and any undisputed Fees as set forth in an Order Form or the Pricing Page. If Customer does not timely pay, NurAI may suspend access until paid. Disputes must be raised in good faith within thirty (30) days of invoice.

5.2 Taxes. Fees are exclusive of taxes. Customer is responsible for sales, use, and similar taxes (excluding taxes on NurAI's income).

5.3 Payment. Unless otherwise provided, Fees are due within thirty (30) days of invoice, in U.S. dollars. If paying by card or digital method, Customer authorizes charges to the payment method on file and will keep billing info current.

5.4 Late Payment. Past due amounts may accrue interest at 1.5% per month (or the maximum allowed by law). If failure to pay continues five (5) days after notice, NurAI may suspend Services without liability.

6.1 Mutual Warranty. Each party represents it has the legal power and authority to enter into this Agreement.

6.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NurAI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AVAILABILITY, AND ANY ARISING FROM COURSE OF DEALING OR TRADE USAGE. NurAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE.

6.3 Beta Services. Beta Services may be modified or terminated at any time, may be less reliable, and may not meet the same security or compliance commitments. Beta Services are NurAI Confidential Information and are provided "AS IS" without warranty, indemnity, or support. NurAI's liability for Beta Services will not exceed $50.

7.1 Definition. "Confidential Information" means non-public information a party ("Disclosing Party") discloses to the other ("Receiving Party"), designated as confidential or that reasonably should be understood as confidential (including pricing, product plans, Customer Data, NurAI Materials, technical info, and business processes).

7.2 Protection. The Receiving Party will use the same degree of care it uses to protect its own like confidential information (but at least reasonable care), and will not use or disclose Confidential Information except as permitted by this Agreement or with consent. The Receiving Party may disclose Confidential Information to personnel/agents under obligations of confidentiality. Exceptions apply for information that is public, already known, independently developed, or rightfully received from a third party without duty of confidentiality.

8.1 Term; Auto-Renewal; Cancellation. This Agreement begins on the Effective Date and continues until all Order Forms expire or terminate. Each subscription term auto-renews for successive periods unless either party gives written notice of non-renewal at least thirty (30) days before renewal. NurAI may adjust renewal pricing unless otherwise stated in an Order Form. Customer authorizes charges or invoicing for each renewal until canceled.

8.2 Termination for Material Breach. Either party may terminate for material breach if the breach remains uncured thirty (30) days after notice. NurAI may immediately terminate for breaches of Section 4 that cannot be adequately cured.

8.3 Effect of Termination. Upon termination or expiration, Customer's rights to the Services cease. NurAI may permanently delete Customer Data after termination, subject to reasonable backup retention for disaster recovery and legal holds. Upon written request, NurAI will delete Customer Content from active systems within a reasonable period, subject to backups and law.

9.1 NurAI Indemnity. NurAI will defend and indemnify Customer from third-party claims alleging that Customer's authorized use of the Services infringes a U.S. patent, copyright, trademark, or trade secret, and will pay damages finally awarded (or settlement amounts approved by NurAI). NurAI's obligations are conditioned on Customer providing prompt notice, reasonable cooperation, and sole control of the defense. If a claim arises, NurAI may (at its option) obtain rights, modify the Services, or terminate the impacted Services with a pro-rated refund. NurAI has no obligation for claims arising from Customer Data, Customer Chosen Third-Party Products, or use of the Services in violation of this Agreement.

9.2 Customer Indemnity. Customer will defend and indemnify NurAI from third-party claims arising from (i) Customer's breach of Section 4.1, (ii) Customer Data (including lack of permissions/consents), (iii) use of Output, or (iv) Customer's violation of recording/monitoring or other applicable laws.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, CUSTOMER'S BREACH OF SECTION 4, OR AMOUNTS DUE, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; LOST DATA; COST OF SUBSTITUTE GOODS/SERVICES; OR LOSS FROM BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR THE FOREGOING EXCLUSIONS, NurAI'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID (OR PAYABLE) BY CUSTOMER TO NurAI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.1 Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

11.2 Notices. NurAI may give general notices by email or through the Platform. Legal notices must be sent to: NurAI, Inc. – Legal [legal@mynur.ai] (and, if physical address is required by Customer, NurAI will provide upon request) Customer notices will be sent to the email/address on record or as otherwise designated in writing.

11.3 Waiver; Cumulative Remedies. Failure to enforce any right is not a waiver. Remedies are cumulative unless expressly exclusive.

11.4 Severability. If any provision is held unlawful or unenforceable, it will be modified to achieve the parties' intent to the maximum extent permitted, and the remaining provisions will remain in effect.

11.5 Assignment. Neither party may assign this Agreement without the other's consent, except either party may assign to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Any prohibited assignment is void. This Agreement binds successors and permitted assigns.

11.6 Subcontractors. NurAI may use subcontractors subject to obligations at least as protective as this Agreement and remains responsible for their performance.

11.7 Publicity. NurAI may include Customer's name/logo on its website and marketing materials to identify Customer as a customer, subject to Customer's trademark usage guidelines. Other publicity requires prior written consent.

11.8 Governing Law. This Agreement and any disputes arising out of or related hereto are governed by the laws of the State of Delaware, without regard to conflicts of laws rules.

11.9 Arbitration Agreement. The parties will first attempt in good faith to resolve disputes through negotiations. If unresolved, disputes will be finally settled by binding arbitration in New York, New York, in English, under the JAMS Streamlined Arbitration Rules by a single commercial arbitrator experienced in IP and commercial contracts. Judgment on the award may be entered in any court of competent jurisdiction. The Rules govern arbitration fees; for Free Services users, NurAI may, in its discretion, pay all fees for claims under $75,000. Opt-Out: You may opt out of this arbitration clause by sending written notice to the Notices address within 30 days of first accepting this Agreement, including your name, address, account email/phone, and a statement that you opt out of arbitration. Waiver: THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. If arbitration is found inapplicable, the parties agree that any judicial proceeding (other than small claims) will be brought in state or federal courts located in New York, New York or Delaware.

11.10 Force Majeure. Except for payment obligations, no party is liable for delays or failures due to a Force Majeure Event. The affected party will notify the other and make reasonable efforts to mitigate.

11.11 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

11.12 Export Control. Customer will not access or use the Services in violation of U.S. export control or sanctions laws and represents it is not on any U.S. government denied-party list.

11.13 Entire Agreement; Order of Precedence; Updates. This Agreement (including all Order Forms and linked policies referenced) constitutes the entire agreement and supersedes prior understandings regarding its subject matter. In the event of conflict, an Order Form (expressly overriding this Agreement) controls, then this Agreement, then the Documentation. NurAI may modify this Agreement effective upon a renewal term; Customer is responsible for reviewing updates. Continued use after changes at renewal constitutes consent. If Customer objects, Customer may choose to terminate at the end of the then-current term.