TERMS OF SERVICE

Last Updated: October 20, 2026

These Terms of Service (“Terms”) are an agreement between Aureclar, Inc., a Delaware corporation (“Aureclar,” “we,” “us,” or “our”), and you. They govern your access to and use of Aureclar’s website, platform, applications, and related services (collectively, the “Service”). By creating an account, accepting these Terms, or accessing or using the Service, you agree to these Terms.

If you use the Service on behalf of an organization, such as a company, board, university, association, or nonprofit, you accept these Terms on behalf of that organization and represent that you have authority to bind it. In that case, “you” and “Customer” mean that organization.

If your organization has signed a services agreement or Order Form with Aureclar, that signed agreement governs your organization’s use of the Service and controls wherever it conflicts with these Terms.

1. THE SERVICE

1.1 Service Description

Aureclar is an AI-assisted board governance platform for directors, trustees, board administrators, and executives. Features include board materials management, meeting preparation, AI-assisted retrieval, summarization, and analysis of board materials, and related governance tools. Features vary by plan and may change as described in Section 11.

1.2 Accounts

You must register for an account to use the Service. You agree to provide accurate, current, and complete information, to keep it up to date, and not to impersonate any person. Keep your login credentials confidential, do not share them, and notify us promptly through https://aureclar.co/contact of any unauthorized use of your account. You are responsible for all activity under your account. Where available, we encourage you to enable multi-factor authentication or single sign-on.

1.3 Plans

The Service is offered under paid subscription plans and, at our discretion, free plans (such as Explore) and trials. Free plans and trials may include demonstration content, may be limited in features, capacity, or duration, and may be changed or discontinued at any time.

2. ACCESS AND USE RIGHTS

2.1 Right to Use

Subject to these Terms and payment of applicable fees, Aureclar grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription for your internal business purposes. Your organization may permit its employees, officers, directors, trustees, committee members, and their administrative assistants to use the Service under its account (“Authorized Users”), and is responsible for their compliance with these Terms.

2.2 Use Restrictions

You shall not, and shall not permit anyone else to:

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

(b) Rent, lease, sell, sublicense, distribute, or otherwise make the Service available to anyone other than your Authorized Users;

(d) Use the Service to store or transmit infringing, unlawful, or tortious material, or material that violates third-party rights;

(e) Use the Service to store or transmit malicious code, or interfere with or disrupt the integrity or performance of the Service;

(f) Use the Service to build a competitive product, or publish benchmarks or comparisons of the Service;

(g) Use the Service for high-risk activities where its failure could lead to death, personal injury, or environmental or property damage;

(h) Attempt to gain unauthorized access to the Service or its related systems or networks; or

(i) Use the Service in any manner that violates applicable laws or regulations.

2.3 APIs and Integrations

If we provide API access or integrations, you agree to follow the documentation and usage guidelines we provide for them. We may limit, suspend, or change API access as reasonably necessary to protect the Service.

3. CUSTOMER DATA

3.1 Your Data

You retain all rights in the data, documents, and other content that you or your Authorized Users submit to the Service (“Customer Data”). You grant Aureclar a non-exclusive, worldwide, royalty-free license to host, use, reproduce, and process Customer Data solely to provide and secure the Service for you and to comply with law. You represent that you have the rights necessary to submit Customer Data to the Service.

3.2 No Training on Customer Data

“Train” means to use data to create, fit, adjust, fine-tune, or otherwise modify the parameters or weights of any machine learning or artificial intelligence model. We do not Train any model on Customer Data. We do not authorize our sub-processors to Train any model on Customer Data, and we do not submit Customer Data to any third-party service on terms that permit such training. Third-party model providers used to deliver the Service may retain inputs and outputs for a limited period for abuse monitoring under their standard terms; that retention does not permit them to Train on Customer Data. We will provide a current list of our sub-processors on request.

3.3 Prohibited Data

Unless we have agreed otherwise in writing, you shall not submit to the Service any:

(a) Protected health information governed by HIPAA;

(b) Payment card information or financial account numbers;

(d) Student education records subject to FERPA, or personally identifiable information concerning students or applicants;

(e) Other personal information subject to heightened regulatory requirements; or

(f) Data subject to export control laws.

3.4 Data Security

We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, access controls and authentication, logical separation of customer data, regular security assessments, and an incident response plan. More information is available at https://trust.aureclar.co.

3.5 Security Incidents

If we confirm unauthorized access to or disclosure of your Customer Data, we will notify you without undue delay, take reasonable steps to contain and address the incident, and provide information reasonably needed for you to meet your legal obligations.

3.6 Privacy Policy

Our processing of personal information is described in our Privacy Policy at https://aureclar.co/privacy. Where applicable law requires a data processing agreement, we will enter into one with you.

3.7 Content You Make Public

Some features let administrators publish selected content, such as meeting notices, agendas, or minutes, outside the private Service. You decide what to publish and are responsible for it, including compliance with any open-meetings or public-records law that applies to you.

4. INTELLECTUAL PROPERTY, USAGE DATA, AND FEEDBACK

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 Usage Data

“Usage Data” means data about how the Service is accessed and used, such as feature usage, session and interaction counts, latency, and error rates. Usage Data does not include the substantive content of any document, conversation, or board material. We may collect and use Usage Data to operate, secure, and improve the Service.

4.3 De-Identified Insights

We may derive statistical or structural observations from Customer Data from which all names and identifiers have been removed and which cannot reasonably be used to identify you or any individual (“De-Identified Insights”). We may use De-Identified Insights to test the accuracy, safety, and performance of the Service and to produce aggregated governance benchmarks, provided that no benchmark disclosed to a third party draws on fewer than eight distinct customer organizations, and we will not attempt to re-identify you or any individual. We will not use identifiable Customer Data for testing without your prior written consent, which you may withhold or withdraw at any time.

4.4 Feedback

If you provide feedback, suggestions, feature requests, or other comments about the Service (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, fully paid, worldwide license to use and incorporate that Feedback without restriction or obligation to you. We are not required to use any Feedback, and discussion of an idea or unreleased feature is not a commitment that it will become available.

5. AI OUTPUT AND HUMAN REVIEW

The Service provides drafting, summarization, retrieval, and analytical support to help Authorized Users prepare for and conduct the business of a board. It does not render professional advice. Output of the Service may be incomplete or inaccurate, is not legal, financial, tax, accounting, or compliance advice, and is not a substitute for the judgment of your board, its officers, or its professional advisors. You are responsible for having a qualified person review output before relying on it, and you will not use output as the sole basis for any legal, employment, admissions, disciplinary, or other consequential decision.

6. FEES AND PAYMENT

6.1 Fees and Taxes

You agree to pay the fees for your plan as shown at checkout or in your Order Form. Fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes on Aureclar’s net income.

6.2 Payment

Subscriptions purchased online are processed by Stripe. By providing a payment method, you authorize us to charge the applicable fees at the start of each billing period. Invoiced fees are due within thirty (30) days of the invoice date unless your Order Form states otherwise.

6.3 Automatic Renewal

Subscriptions renew automatically for successive periods of the same length unless you cancel before the renewal date. You can cancel at any time in your account’s billing settings or by contacting us.

6.4 Trials

If a trial requires a payment method, it converts automatically to a paid subscription when the trial ends unless you cancel before then. The trial length and the price that will apply are shown when you start the trial.

6.5 Plan Changes

Upgrades take effect immediately, with a prorated charge for the remainder of the current billing period. Downgrades take effect at the end of the current billing period and may reduce available features, storage, or access to data; export anything you wish to keep before downgrading.

6.6 Fee Changes

We may change our fees on at least thirty (30) days’ notice. Changes take effect at your next renewal, and you may cancel before then if you do not agree.

6.7 Refunds

Fees are non-refundable except as required by law or as expressly stated in these Terms.

7. TERM, SUSPENSION, AND TERMINATION

7.1 Term

These Terms apply for as long as you access or use the Service.

7.2 Cancellation by You

You may cancel a paid subscription at any time; cancellation takes effect at the end of the current billing period. You may close a free account at any time.

7.3 Suspension or Termination by Aureclar

We may suspend or terminate your access to the Service:

(a) If you materially breach these Terms;

(b) If you fail to pay fees when due;

(d) If required by law; or

(e) If we discontinue the Service or your plan, in which case we will give at least thirty (30) days’ notice where practicable and refund any prepaid fees for the unused portion of your subscription.

7.4 Effect of Termination

On termination, your right to use the Service ends. For thirty (30) days after termination you may request an export of your Customer Data. After that period we will delete Customer Data, except as required by law. Customer Data in routine backups is deleted in the ordinary course of our backup rotation and remains subject to Section 8 until deleted.

8. CONFIDENTIALITY

8.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Customer Data is your Confidential Information.

8.2 Obligations

Each party will use the other’s Confidential Information only to exercise its rights and perform its obligations under these Terms, and will protect it with at least reasonable care.

8.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the other party’s Confidential Information; or (d) is received from a third party without restriction and without breach of any confidentiality obligation.

8.4 Required Disclosure

A party may disclose Confidential Information to the extent required by law, including under a public-records law, if it gives the other party prompt notice where legally permitted.

9. WARRANTIES AND DISCLAIMERS

9.1 Mutual Warranties

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

9.2 Service Warranty

For paid subscriptions, we warrant that the Service will perform materially as described in its documentation. If it does not, we will use reasonable efforts to correct the nonconformity. If we cannot, your exclusive remedy is to terminate your subscription and receive a prorated refund of prepaid fees for the unused portion.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE. FREE PLANS, TRIALS, AND BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTY.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AURECLAR’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

10.3 Exceptions

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

11. CHANGES TO THE SERVICE

11.1 Updates

We may update, add, or remove features of the Service. We will not materially reduce the core functionality of a paid subscription during its current term, except where reasonably necessary for security, legal or regulatory compliance, or because of a change by a third-party service on which the Service depends. In that case we will give you notice, and you may terminate and receive a prorated refund of prepaid fees for the unused portion.

11.2 Beta Features

We may offer beta or preview features. They may contain errors, may be changed or discontinued without notice, and are used at your own risk.

11.3 Third-Party Services

The Service may integrate with third-party services. We are not responsible for the operation of third-party services, and your use of them is governed by their terms.

11.4 Plan Limits

Your plan may include limits on users, storage, or usage. If you exceed them, we may, after notice where practicable, ask you to upgrade, charge for additional capacity, or limit new uploads or usage until you are within your plan’s limits.

11.5 Maintenance and Support

We perform routine maintenance and will try to give advance notice of scheduled maintenance that may affect availability. Service status is posted at https://aureclar.statuspage.io. Support is provided by email and through our knowledge base; response commitments, if any, are set out in your Order Form.

12. GENERAL PROVISIONS

12.1 Governing Law

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

12.2 Dispute Resolution

Any dispute arising out of or relating to these Terms will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with the place of arbitration in New York, New York. The arbitration may be conducted by videoconference or on the documents alone if the arbitrator so directs or the parties agree. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

12.3 Changes to These Terms

We may update these Terms by posting the revised version on our website and updating the “Last Updated” date. For material changes, we will notify you by email or in the Service at least thirty (30) days before they take effect. Your continued use of the Service after the effective date constitutes acceptance; if you do not agree, you may cancel before then. Changes to these Terms do not modify any signed agreement.

12.4 Order of Precedence

If there is a conflict, the following order applies: (a) a signed services agreement or Order Form between you and Aureclar; (b) any product-specific terms we provide for a particular feature or offering; and (c) these Terms.

12.5 Entire Agreement

These Terms, together with our Privacy Policy and any Order Form or product-specific terms, are the entire agreement between you and Aureclar regarding the Service.

12.6 Assignment

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

12.7 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.

12.8 Force Majeure

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

12.9 Severability and Waiver

If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A party’s failure to enforce any provision is not a waiver of it.

12.10 Notices

We may send notices to the email address associated with your account. Notices to Aureclar must be sent to legal@aureclar.co.

12.11 Survival

Sections 3.2, 4, 7.4, 8, 9.3, 10, and 12 survive termination of these Terms.

AURECLAR, INC.

Contact: legal@aureclar.co
Website: https://aureclar.co