TERMS OF SERVICE

Last Updated: March 27, 2025

These Terms of Service (“Terms”) govern your access to and use of Aureclar’s services, including our website, platform, and applications (collectively, the “Service”). By accessing or using the Service, you agree to be bound by these Terms.

1. THE SERVICE

1.1 Service Description

Aureclar provides an AI-driven assistant platform designed for business users. Features include document management, intelligent analysis, interactive assistance, and customized information delivery.

1.2 Account Registration

To use the Service, you must register for an account. You agree to provide accurate information and keep your account credentials secure. You are responsible for all activities that occur under your account.

1.3 Subscription Plans

Aureclar offers various subscription plans. You may upgrade, downgrade, or cancel your subscription at any time. All fees are exclusive of taxes. Details of pricing can be found on our website.

2. ACCESS AND USE RIGHTS

2.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Aureclar grants you a limited, non-exclusive, non-transferable right to access and use the Service.

2.2 Account Responsibility

You are responsible for all activities that occur under your user account. You must: (a) Provide accurate, current and complete information when registering your account; (b) Not provide false identity information to gain access to the Service; (c) Keep your user ID and password confidential and change your password periodically; (d) Not allow any other person to use your user ID and password; (e) Notify Aureclar of any unauthorized use of your user ID and password.

2.3 Use Restrictions

You shall not:

(a) Copy, modify, or create derivative works of the Service;

(b) Reverse engineer, decompile, or attempt to derive the Service’s source code;

(c) Use the Service to store or transmit infringing, unlawful, or tortious material;

(d) Use the Service to transmit malicious code or interfere with the Service;

(e) Use the Service to build a competitive product;

(f) Attempt to gain unauthorized access to the Service; or

(g) Use the Service in any manner that violates applicable laws.

2.3 API Usage

If we provide you with API access, you agree to comply with our API Documentation and Usage Guidelines. We reserve the right to limit or suspend API access at our discretion.

3. CUSTOMER DATA AND PRIVACY

3.1 Customer Data

You retain all rights to your data. You grant Aureclar a license to use your data solely to provide and improve the Service. We will not access your data except as necessary to provide the Service or as required by law.

3.2 Prohibited Data

Unless you have purchased an enterprise plan with specific compliance features, you shall not submit to the Service any:

(a) Protected health information governed by HIPAA;

(b) Payment card information or financial account numbers;

(c) Social security numbers, driver’s license numbers, or government ID numbers; or

(d) Data subject to industry-specific regulatory requirements without our prior written approval.

3.3 Data Security

We implement reasonable security measures to protect your data. These measures include encryption, access controls, and regular security assessments.

3.4 Privacy Policy

Our processing of any personal information is governed by our Privacy Policy, available at [URL].

3.5 Security Incident Response

We will promptly notify you of any confirmed unauthorized access to your account data and take reasonable steps to address the incident.

3.6 No Model Training Using Customer Data

We will not use your data to train our machine learning models without your explicit consent. This restriction applies to all your data, whether in its original form or in any processed form.

4. INTELLECTUAL PROPERTY

4.1 Aureclar IP

Aureclar and its licensors own all right, title, and interest in the Service, including all intellectual property rights. These Terms do not grant you any rights to our trademarks, logos, or other brand features.

4.2 Feedback and Product Ideas

If you provide us with feedback, suggestions, enhancement requests, recommendations, corrections, or other comments regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, fully paid, worldwide license to use, reproduce, modify, and incorporate such Feedback without restriction.

All ideas, suggestions or feature requests you post or submit through the Service are owned by Aureclar and may be adopted by Aureclar for any of its products, services or resources. You assign to Aureclar all right, title and interest in and to all such ideas and waive all rights you may have, now or in future, in respect of such ideas, including all moral rights and the right to any compensation.

You acknowledge that: (a) Providing ideas does not make you an author, inventor or contributing author or inventor of any Aureclar products or features; (b) Aureclar has no obligation to accept or use any ideas; (c) Any ideas or unreleased features discussed on or through the Service are not promised to be available and may never become available.

4.3 Usage Data

We may collect anonymized data regarding your use of the Service to improve our offerings. This data will not identify you or any individual user.

5. PAYMENT TERMS

5.1 Subscription Fees

You agree to pay all fees associated with your subscription plan. We will charge your payment method on file at the beginning of each billing period.

5.2 Payment Processing

We use Stripe to process payments. By providing payment information, you agree to Stripe’s terms and authorize us to charge the applicable fees.

5.3 Free Trials

We may offer free trials. After a trial period ends, your account will automatically convert to a paid subscription unless you cancel before the trial ends.

5.4 Changes to Fees

We reserve the right to change our fees by providing at least 30 days’ notice. If you do not agree with the new fees, you may cancel your subscription before they take effect.

5.5 Taxes

Fees do not include taxes. You are responsible for paying all applicable taxes associated with your use of the Service.

5.6 Refunds

All fees are non-refundable except as required by law or as explicitly stated in these Terms.

6. TERM AND TERMINATION

6.1 Term

These Terms will remain in effect until your subscription expires or terminates.

6.2 Termination by You

You may terminate your subscription at any time through your account dashboard. Termination will be effective at the end of your current billing period.

6.3 Termination by Aureclar

We may suspend or terminate your access to the Service:

(a) For breach of these Terms;

(b) For failure to pay fees when due;

(c) If your usage poses a security risk or could adversely impact our systems;

(d) If required by law; or

(e) If we cease offering the Service.

6.4 Effect of Termination

Upon termination:

(a) All rights granted to you under these Terms will cease;

(b) You will lose access to the Service;

(c) We will retain your data for 30 days, during which time you may request an export; and

(d) After 30 days, we may delete your data unless legally required to retain it.

7. CONFIDENTIALITY

7.1 Confidential Information

Each party agrees to use reasonable care to protect the other’s confidential information and to use it only for purposes of these Terms.

7.2 Exclusions

Confidential information does not include information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is received from a third party without restriction.

8. WARRANTIES AND DISCLAIMERS

8.1 Service Warranty

We warrant that the Service will perform materially as described in the documentation. Your exclusive remedy for breach of this warranty is to terminate your subscription and receive a prorated refund for the unused portion.

8.2 Mutual Warranties

Each party warrants that it has the authority to enter into these Terms.

8.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

9.2 Limitation of Liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

Nothing in these Terms excludes liability for: (a) fraud or willful misconduct; (b) death or personal injury caused by negligence; or (c) any liability that cannot be excluded by law.

10. GENERAL PROVISIONS

10.1 Product-Specific Terms

Aureclar may offer additional products and services with specific terms and conditions. If there is any conflict between these Terms and the product-specific terms, the product-specific terms will apply and take precedence.

10.2 Governing Law

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles.

10.2 Dispute Resolution

Any dispute arising from these Terms shall be resolved by binding arbitration in New York, New York, under the rules of the American Arbitration Association. Either party may seek injunctive relief in any court of competent jurisdiction.

10.3 Modifications to Terms

We may modify these Terms by posting the revised terms on our website. Your continued use of the Service after the effective date of the revised Terms constitutes acceptance of such terms.

10.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in effect.

10.5 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

10.6 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

10.7 Entire Agreement

These Terms, together with our Privacy Policy and any Order Forms, constitute the entire agreement between you and Aureclar regarding the Service.

10.8 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.

10.9 Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond their reasonable control.

10.10 Notices

Notices to you may be sent to the email address associated with your account. Notices to us should be sent to legal@aureclar.com.

11. AURECLAR SELF-SERVICE SPECIFIC PROVISIONS

11.1 Automatic Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel it before the renewal date. You can cancel your subscription at any time through your account dashboard.

11.2 Data Storage Limits

Your subscription includes a defined amount of data storage. If you exceed this limit, we may charge you for additional storage or limit your ability to upload new data until you reduce your usage or upgrade your plan.

11.3 Technical Support

Self-service plans include email support and access to our knowledge base. Response times are not guaranteed unless you purchase a premium support package.

11.4 System Maintenance

We perform routine maintenance to our systems. We will attempt to provide advance notice of scheduled maintenance that may affect Service availability.

11.5 Updates and Upgrades

We may update the Service at any time. Some updates may require you to take action. We will not materially reduce the core functionality of the Service during your subscription term.

11.6 Third-Party Services

The Service may integrate with third-party services. We are not responsible for the operation of any third-party services, and your use of such services is at your own risk.

11.7 Usage Limits

Your subscription plan may include usage limits, such as the number of users or API calls. We reserve the right to throttle or suspend your access if you consistently exceed these limits.

11.8 Beta Features

We may offer beta features. These features are not guaranteed to be error-free and may be modified or discontinued without notice. Your use of beta features is at your own risk.

11.9 Downgrade Consequences

If you downgrade your subscription, you may lose access to certain features or data. It is your responsibility to export any data you wish to retain before downgrading.

11.10 Subscription Changes

You may change your subscription level at any time. Upgrades will be applied immediately, with prorated charges for the remainder of the current billing period. Downgrades will take effect at the end of the current billing period.

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

AURECLAR, INC.

Contact: legal@aureclar.co Website: www.aureclar.co