Terms of Service

These Terms of Service (these “Terms”) are between TribeVR Inc. (“Company,” “we,” “our,” or “us”) and the customer accessing and using Aura (“Customer,” “you,” or “your”). These Terms takes effect on the earlier of (a) your first access to or use of Aura, or (b) the date of your first Order of Aura services (the “Effective Date”).

By clicking "I AGREE," downloading, installing, accessing, using Aura, or otherwise indicating your acceptance, you agree to be bound by these Terms, including our Privacy Policy, and both you and the Company explicitly agree that these Terms are legally binding. By agreeing to these Terms, the individual agreeing to these Terms represents and warrants that they possess the full legal right and authority to bind, and hereby do bind, the business or other legal entity on whose behalf they are acting to these Terms. If you are not eligible, or do not agree to these Terms, you do not have our permission to use Aura.

1. THE AURA SERVICE

1.1. Overview. Company provides a software as a service based artificial intelligence game development assistant service (“Aura”).

1.2. Permitted Use. During a Subscription Term, subject to Customer’s compliance with these Terms, Customer may access and use Aura solely for its internal business purposes in accordance with any provided documentation provided by Company and these Terms. By agreeing to these Terms, Customer represents and warrants to us that: (a) Customer has not previously been suspended or removed from Aura; and (b) Customer’s use of Aura is in compliance with all applicable relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data (“Laws”).

1.3. Users. Only Customer’s employees or contractors that Customer authorizes to use Aura on Customer’s behalf (each, a “User”) may access and use Aura. Users may be required to use log-in credentials designated by Company or Customer or login with a supported third-party identity provider account (e.g., Google) (“Log-in Credentials”). Each User must maintain the confidentiality of their Log-in Credentials and must not share them with any other person. Customer is accountable for its Users’ adherence to these Terms and for all activity conducted under its User’s Log-in Credentials. Customer will immediately notify Company at support@tryaura.dev upon becoming aware of any compromised Log-in Credentials. Company may collect certain User information, such as a User’s name, email address, or other contact information, when creating Log-in Credentials or providing Aura. Customer, on behalf of itself and its Users, acknowledges and agrees that Customer and its Users’ use of their Login-in Credentials may also subject Customer and its Users to the terms of service and privacy policies of the applicable third-party integration. Company makes no representations or warranties about the security or privacy practices of any third-party identity providers.

1.4. Restrictions. Customer will not (and will not permit Customer’s Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense Aura to a third party (other than Users); (b) use Aura on behalf of, or to provide any product or service to, third parties; (c) use Aura to develop a similar or competing product or service to Aura; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to Aura, except to the extent expressly permitted by Law; (e) modify or create derivative works of Aura or copy any element of Aura; (f) remove or obscure any proprietary notices in Aura; (g) publish benchmarks or performance information about Aura; (h) interfere with the operation of Aura (including the collection of Usage Data), circumvent any access restrictions, or conduct any security or vulnerability test of Aura; (i) transmit any viruses or other harmful materials to Aura; (j) take any action that risks harm to others or to the security, availability, or integrity of Aura; (k) access or use Aura in a manner that violates any Law; (l) use Aura for any illegal purpose or in violation of any Law, including the submission of any content that incites, glorifies, provides explicit instructions for, or otherwise promote illegal activities; (m) violate or encourage others to violate, any right of a third party, including a third party’s privacy rights or by infringing or misappropriating any third-party intellectual property right; or (n) impersonate any other person or entity or otherwise misrepresent its identity while using Aura. Additionally, Customer (including Customer’s Users) must not use Aura with Prohibited Data. Notwithstanding anything else in these Terms, Company has no liability for Prohibited Data.

1.5. Customer Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws when using Aura. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Company to Process Customer Data without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

1.6. Modifications, Updates and Upgrades. Company may modify or discontinue all or any part of Aura at any time (including by limiting or discontinuing certain features or functionality of Aura), temporarily or permanently, without notifying Customer; provided, however, that any such modification or discontinuation shall be carried out in a manner that does not materially reduce the core functionality and overall performance of Aura as it existed prior to the change. Company may make updates to Aura and make them available to Customer as it makes such updates available to its customers generally. Company will use commercially reasonable efforts to ensure that such updates do not materially degrade the then-current functionality or performance of Aura. From time to time, Company, in our sole discretion, may make available upgrades under additional or different terms. Customer’s purchase of access to Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public or private comments made by Company regarding future functionality or features of Service. Company will have no liability for any non-material change or modification to Aura or any temporary suspension of access to or use of Aura resulting from necessary maintenance or upgrades. Nothing in these Terms obligates Company to make upgrades available to Customer as part of Aura.

1.7. Support. Unless otherwise expressly agreed upon in a separate written addendum, Aura is offered without any accompanying support, maintenance, or technical assistance. 

1.8. Suspension of Service. Company may immediately suspend Customer’s access to Aura if: (a) Customer breaches Section 1.4 (Restrictions) or Section 1.5 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Company suspend Aura or otherwise may impose additional liability on Company; or (d) Customer’s actions risk harm to Company, its other customers or the security, availability, or integrity of Aura. Where practicable, Company will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficient). If the issue that led to the suspension is resolved, Company will restore Customer’s access to Aura.

2. AURA SUBSCRIPTION

2.1. General Pricing and Payment Terms. Customer may be required to pay fees to use Aura. Company reserves the right to determine pricing for Aura. Before Customer pays any fees, Customer will have an opportunity to review and accept the fees that it will be charged. Unless otherwise specifically provided for in these Terms, all prices are in U.S. Dollars and are non-refundable, except as required by Law. Company will make reasonable efforts to keep the pricing information for Aura current in its pricing page. Company may change the prices for Aura or its other products or services, including additional fees or charges, by giving Customer advance notice of changes before they apply. Company, at its sole discretion, may make promotional offers with different features and different pricing to any of its customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Purchases are non-refundable, except where required by Law. Fees are exclusive of all taxes. Other than Company’s income tax, Customer is responsible for any sales tax, use tax, value-added tax, withholding tax, or similar taxes or levies that apply to Orders, whether domestic or foreign.

2.2. Orders. Customer may purchase a “Subscription” to Aura through our website, (each an “Order”). The fees for your Subscription (“Subscription Fee”) will be based on your chosen usage tier, as detailed in your Order. You can find the pricing for different Subscription tiers on our pricing page. If your usage reaches the maximum limit for your current Subscription tier during a Subscription Period, you will not be able to use Aura until your Subscription renews at the start of the next Subscription Period.

2.3. Subscription Terms. The “Subscription Billing Date” is the first day of each calendar month. The Subscription will automatically renew on a month-to-month basis (the “Subscription Period”) unless (a) Customer cancels their Subscription five days before the next Subscription Billing Date or (b) Company terminates Customer’s Subscription by providing Customer with at least 10 days’ prior notice of cancellation. By purchasing a Subscription, Customer authorizes Company or our third-party payment processor(s), (e.g., Stripe) (“Payment Processor”) to periodically charge, on a recurring basis until cancellation, all accrued amounts on or before the payment due date. Company or our Payment Processor will bill the periodic Subscription Fee to the payment method associated with Customer’s account or otherwise provided to Company. You may cancel its Subscription by selecting “Delete Account” in your account management page in Aura or contacting us at support@tryaura.dev. TO PREVENT CHARGES FOR THE NEXT SUBSCRIPTION PERIOD, YOUR CANCELLATION MUST BE RECEIVED AT LEAST FIVE DAYS BEFORE THE NEXT SUBSCRIPTION BILLING DATE. UPON CANCELLATION, YOU ARE STILL REQUIRED TO PAY ANY OUTSTANDING SUBSCRIPTION FEES AND CHARGES ACCUMULATED UP TO THE DATE OF YOUR CANCELLATION.

2.4. Payment Processing. Company may utilize Payment Processor to facilitate transactions for Aura. By purchasing a Subscription and making payments, Customer agrees to be bound by the terms and conditions and privacy policies of the applicable Payment Processor. Customer acknowledges and understands that the Payment Processor may collect and process certain information from Customer, including but not limited to Customer’s payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. Company is not responsible for any security breaches or unauthorized access to Customer’s information that may occur on the Payment Processor’s systems. If Company utilizes a Payment Processor to facilitate transactions, Customer agrees to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable Law, Company shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Company may use Stripe, Inc. (“Stripe”) as our Payment Processor (https://stripe.com). For specific details regarding Stripe’s services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/consumer and Stripe privacy policy: https://stripe.com/privacy. Customer understands that the Payment Processor may modify its services and terms and conditions at any time. Company is not responsible for any changes made by the Payment Processor that may affect Customer’s use of Aura. Company reserves the right to change our Payment Processor at any time.

2.5. Authorization. Customer authorizes Company or our Payment Processor to charge all sums for Subscriptions it purchases as described in an Order and applicable taxes, to the payment method specified in Customer’s account. If Customer pays any fees with a credit card, then Company may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase.

2.6. Delinquent Accounts. Customer acknowledges and agrees that if it fail to pay any amounts due to Company by the specified due date, Company reserves the right, at its sole discretion and without prior notice to Customer, to suspend or terminate access to Aura, for any account for which any amount is due but unpaid. Customer further acknowledges and agrees that Company shall not be liable to it or any third party for any consequences, losses, damages (including, but not limited to, loss of data, loss of profits, business interruption, or any indirect, consequential, special, or punitive damages), or other liabilities arising out of or related to Company’s suspension or termination of Customer’s access to Aura due to Customer’s failure to pay amounts due. This includes, but is not limited to, Customer’s inability to access your data, content, or any features of Aura. In addition to the amount due for Aura, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If Customer’s payment method is no longer valid when a renewal Subscription Fee is due, Company will provide Customer with a five-day grace period to update their payment information. If the payment information is not updated and the fee remains unpaid after the grace period, Company reserves the right to delete Customer and its Users’ account and any associated information without any liability to Customer.

3. LICENSES

3.1. Limited License. Subject to Customer’s complete and ongoing compliance with these Terms, Company grants Customer and its Users, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Aura. Except and solely to the extent such a restriction is impermissible under applicable Law, Customer may not reproduce, distribute, publicly display, publicly perform, or create derivative works of Aura. If Customer is prohibited under applicable Law from using Aura, then Customer may not use it. Customer does not have the right to distribute or allow third parties to access Aura.

3.2. Aura Usage Limits. Customer’s use of Aura is subject to the following usage limitations:

(a) Rate Limits. Customer’s use of Aura may be subject to rate limits, which specify the maximum number of requests you can make within a given timeframe. These limits are subject to change at Company’s discretion. Customer will be notified of any significant changes to rate limits.

(b) Throttling. If Customer exceeds the applicable rate limits, Company may temporarily or permanently throttle Customer’s call to access Aura.

(c) Reasonable Use. Customer agrees to use Aura in a fair and reasonable manner and not to engage in excessive or abusive usage that could negatively impact the performance or availability of Aura for other customers.

(d) Technical Requirements. Customer is responsible for ensuring that Customer’s systems and software meet the technical requirements for accessing and using Aura.

(e) Monitoring and Logging. Company reserves the right to monitor and log Customer’s usage of Aura for security, performance monitoring, compliance, and improvement purposes.

3.3. Maintenance. Company may perform maintenance on Aura from time to time, which may result in temporary interruptions. We will make reasonable efforts to provide advance notice of planned maintenance. Company may also release updates and new versions of Aura at our discretion. Company will make reasonable efforts to provide notice prior to deprecating any major features or versions of Aura.

3.4. Feedback. Company respects and appreciates the thoughts and comment of our Customer and their Users. If Customer or Customer’s Users choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to Aura (“Feedback”), then Customer hereby grants Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve Aura and create other products and services. Company will have no obligation to provide Customer with attribution for any Feedback that Customer provides to Company

4. THIRD PARTY SOFTWARE INTEGRATION AND USE

4.1. Unreal Engine. Customer acknowledges and agrees that the use of Aura under these Terms requires Customer to hold a valid developer license to Epic Games, Inc.’s (“Epic Games”) Unreal Engine, available at https://www.unrealengine.com (“Unreal Engine”). Customer is solely responsible for obtaining and maintaining a developer license to Unreal Engine and for ensuring Customer’s right to use Aura in conjunction with the Unreal Engine is in accordance with the terms and conditions of the Unreal Engine license Customer has entered into with Epic Games. Customer represents and warrants to Company that Customer’s use of Aura does not breach or violate any agreement Customer has with Epic Games. Customer expressly acknowledges and agrees that Aura is in no way affiliated with, endorsed, or sponsored by Epic Games. Customer acknowledges and agrees that should any dispute arise between Customer and Epic Games, including but not limited to issues related to the license, functionality, or performance of the Unreal Engine, Company shall have no responsibility or obligation whatsoever with respect to such dispute.

4.2. AI Features. To provide certain features of Aura to Customer under these Terms, Aura may utilize third-party large language model providers (“LLMs”). In connection with this usage, Customer Data and prompts you provide to Aura may be uploaded to, stored and processed by these third-party LLMs (“Input”), and receive output from the LLM based on the Input (“Output”). As between Customer and Company, and to the extent permitted by applicable Law, Customer (a) retains all ownership rights in Input and (b) own all Output. Company hereby assigns to Customer all right, title, and interest, if any, in and to Output.

4.3. Third-Party Components. Aura may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although Aura is provided to Customer subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict Customer from obtaining Third-Party Components under the applicable third-party licenses or to limit Customer’s use of Third-Party Components under those third-party licenses.

5. DATA

5.1. Data Related Definitions

(a) “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

(b) “Customer Data” means any information, content, graphics, text, images, video, audio, 3D assets, files, environments, documents, scripts, software, and other digital assets or materials of any type or format (whether created by human creation, procedurally generated algorithms, or generative artificial intelligence) that (i) Customer (including Customer’s Users) uploads, submits, posts, generates, transmits, or otherwise makes available to or through Aura; and (ii) is Processed by Company to provide Aura services to Customer.

(c) “PII” means Customer Data that constitutes “personal data,” “personal information,” or “personally identifiable information” under applicable Laws.

(d) “Process” means to collect, access, use, disclose, transfer, transform, transmit, store, host, or otherwise process.

(e) “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation or “sensitive personal information” under any applicable privacy law; (b) patient, medical, or other “protected health information” regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standard; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.

(f) “Usage Data” means information generated in connection with the use or operation of Aura, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of Aura, but excluding any Customer Data.

(g) “Auto Mode” means the Aura feature that, depending on Customer’s Training Setting, automatically routes Customer Data to a third-party artificial intelligence model provider, as described in Section 5.5.

(h) "Training Setting" means the setting through which Customer opts in to or out of the Training Feature (as described in Section 5.4), and which determines Auto Mode's model routing as described in Section 5.5.

5.2. Use of Customer Data. Customer grants Company the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and otherwise Process the Customer Data only as necessary to: (a) provide Aura services; (b) create and compile Aggregated Data; and (c) as otherwise required by applicable Laws or as agreed to in writing between the parties. Customer will not provide and is prohibited from providing any PII (other than Log-In Credentials or other account access information) to Aura or Company for any purpose whatsoever under these Terms or related to Aura.

5.3. Usage Data; Aggregated Data. Company and its affiliates may Process Usage Data and Aggregated Data for its internal business purposes, such as: (a) tracking use of Aura for billing purposes; (b) monitoring the performance and stability of Aura; (c) preventing or addressing technical issues with Aura; (d) improving Aura and Company’s and its affiliates other products and services, to develop new products and services; and (e) for all other lawful business purposes, such as generating analytics, benchmarking, and reports.

5.4. Artificial Intelligence Training Opt-Out. Upon Customer’s initial use of Aura, Customer is automatically opted-in to Company’s training program that allows Company to use Customer Data for the purpose of training and improving Aura (the “Training Feature”). For any Customer Data collected when the Customer is opted-in to the Training Feature, for such Customer Data, Customer: (a) grants Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, and create derivative works from Customer Data solely for the purpose of training and improving Company’s and its affiliates’ artificial intelligence models and algorithms; and (b) agrees that the Company may process and incorporate Customer Data into its AI training datasets for the purpose described in this Section. Customer may opt-out (or opt-in) of the Training Feature at any time by actively selecting the designated option within Customer’s account settings or through a written affirmative statement via email to support@tryaura.dev. Customer's opt-in status for the Training Feature also determines which model is used to provide Auto Mode, as described in Section 5.5. Opting-out will not affect the licenses to Customer Data previously granted. Company shall use commercially reasonable efforts to anonymize or de-identify Customer Data used with Aura where feasible and appropriate but does not guarantee complete anonymization.

5.5. Auto Mode; Model Routing and Training. Aura offers an “Auto Mode” feature whose behavior depends on Customer’s Training Setting (Section 5.4):

(a) Training Setting On. When the Training Setting is enabled, Auto Mode routes Customer Data (including prompts, code, scripts, and other Inputs, and the resulting Outputs) to a third-party artificial intelligence model provider (the “Auto Mode Provider”) via the Auto Mode Provider’s application programming interface, and Customer’s qualifying Auto Mode usage is provided without consumption of paid credits. Customer acknowledges and agrees that, under the Auto Mode Provider’s own terms: (i) the Auto Mode Provider may use such Customer Data (including Inputs and Outputs) to operate, develop, train, and improve the Auto Mode Provider’s models, services, and underlying technologies; and (ii) the Auto Mode Provider Processes and stores such Customer Data on infrastructure located outside the United States, in one or more jurisdictions whose laws may differ from those of Customer’s jurisdiction and may permit access to such Customer Data by governmental authorities. This Processing is governed by the Auto Mode Provider’s terms and privacy policy and is outside Company’s control. By enabling the Training Setting and using Auto Mode, Customer, on behalf of itself and its Users, consents to this Processing.

(b) Training Setting Off. When the Training Setting is disabled, Auto Mode instead routes Customer Data to a different third-party model provider that, as of the Effective Date and to Company’s knowledge, does not use Customer Data to train its models, and such usage consumes paid premium credits. Disabling the Training Setting prevents Customer Data from being routed to the Auto Mode Provider described in subsection (a). Company does not control any third-party provider’s practices and makes no warranty regarding them.

(c) Customer Responsibility. Regardless of the Training Setting, Customer is responsible for ensuring that no Prohibited Data and no PII (other than Log-in Credentials, per Section 5.2) is submitted to Aura. When the Training Setting is enabled, Customer is further responsible for ensuring that no confidential, proprietary, or third-party materials that Customer does not wish to be Processed and used for training by the Auto Mode Provider are submitted through Auto Mode.

6. OWNERSHIP

Neither party grants the other any rights or licenses not expressly set out in these Terms. Except as expressly provided in these Terms, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data. Except for Customer’s use rights in these Terms, Company and its licensors retain all intellectual property rights and other rights in Aura, documentation, Usage Data, and Company technology, templates, formats, interfaces, and dashboards, including any modifications or improvements to the foregoing.

7. WARRANTY DISCLAIMERS

7.1. DISCLAIMER OF WARRANTIES. CUSTOMER’S AND ITS USERS’ USE OF AURA IS AT CUSTOMER’S SOLE RISK. AURA IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE,’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DISCLAIMS ALL SUCH WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT CUSTOMER’S USE OF AURA WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY DOES NOT WARRANT THAT COMPANY WILL REVIEW CUSTOMER DATA FOR ACCURACY, OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. COMPANY IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE COMPANY’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

7.2. UNREAL ENGINE DISCLAIMER. COMPANY HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND LIABILITY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO AURA USE WITH THE UNREAL ENGINE, INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE, AVAILABILITY, SECURITY, COMPATIBILITY, OR ANY DAMAGES OR LOSSES ARISING FROM CUSTOMER’S USE OF AURA WITH THE UNREAL ENGINE.

7.3. DISCLAIMERS RELATED TO ARTIFICIAL INTELLIGENCE. COMPANY DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR RECOMMENDATION PROVIDED THROUGH AURA. CUSTOMER WILL NOT RELY ON AURA OR ANY RECOMMENDATION AS A SUBSTITUTE FOR ITS OWN INDEPENDENT DETERMINATIONS AND IS RESPONSIBLE FOR ANY ACTS OR OMISSIONS CUSTOMER UNDERTAKES BASED ON RECOMMENDATIONS, OUTPUTS AND OTHER INFORMATION CUSTOMER RECEIVES FROM AURA. AURA IS POWERED BY ARTIFICIAL INTELLIGENCE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING OTHERWISE EXPRESSLY PROVIDED HEREIN, COMPANY DISCLAIMS ANY AND ALL LIABILITY RELATED TO THE FOLLOWING: USE OF AI; ASSUMPTION OF RISK. CUSTOMER ACKNOWLEDGES AND AGREES THAT ARTIFICIAL INTELLIGENCE TOOLS ARE NOVEL AND EXPERIMENTAL, AND THAT THEREFORE THERE IS SIGNIFICANT UNCERTAINTY REGARDING THE OPERATION OF SUCH TOOLS. AURA MAY RETURN INACCURATE INFORMATION THAT DOES NOT ACCURATELY REFLECT REAL PEOPLE, PLACES, OR FACTS. AURA DOES NOT AND IS NOT INTENDED TO PROVIDE ANY SAFETY, LEGAL, FINANCIAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. PRIOR TO ANY USE OF AURA, CUSTOMER AND ITS USERS WILL MAKE THEIR OWN DETERMINATIONS AS TO THE EFFICACY, ACCURACY, LAWFULNESS, AND APPROPRIATENESS OF AURA FOR ANY GIVEN USE. CUSTOMER IS SOLELY RESPONSIBLE FOR MONITORING THE PERFORMANCE OF AURA AND CUSTOMER IS ULTIMATELY RESPONSIBLE FOR ALL ACTIVITIES OF AURA TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

8. CONFIDENTIALITY

8.1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) these Terms that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Company’s Confidential Information includes the terms and conditions of these Terms and any technical or performance information about Aura. Customer’s Confidential Information includes Customer Data.

8.2. Obligations. As Recipient, each party will, except as permitted in these Terms: (a) hold Confidential Information in confidence and not disclose it to third parties; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in these Terms. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Company is the Recipient, Company may retain the Customer’s Confidential Information to the extent required to continue to provide Aura. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 8 and they are bound to confidentiality obligations no less protective than this Section 8.

8.3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under these Terms (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Discloser’s Confidential Information.

8.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 8.

8.5. Required Disclosures. Nothing in these Terms prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

9. TRIALS AND BETAS

If Customer receives access Aura or features thereof on a free, trial, evaluation, alpha, beta, or early access basis (“Evaluations”), use is permitted only for Customer’s internal evaluation during the period designated by Company (or if not designated, 30 days). Evaluations are optional and either party may terminate Evaluations at any time for any reason. Evaluations may be inoperable, incomplete, or include features that Company may never release, and their features and performance information are Company’s Confidential Information.
NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, COMPANY PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR EVALUATIONS, AND ITS LIABILITY FOR EVALUATIONS WILL NOT EXCEED US$50.

10. PUBLICITY

Neither party may publicly announce that the parties have entered into these Terms, except with the other party’s prior consent or as required by Laws. However, Company may include Customer and its trademarks in Company customer lists, website, and other promotional materials but will cease such use at Customer’s written request.

11. TERM AND TERMINATION

11.1. Term. These Terms are in effect as of the Effective Date and continues until: (a) terminated as described in Section 11.2 (Termination); or (b) all Subscriptions under these Terms expire or are terminated for any reason.

11.2. Termination. Either party may terminate these Terms (including any or all Orders) if the other party: (a) fails to cure a material breach of these Terms (including a failure to pay Subscription Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer violates any provision of these Terms, then Company, may, in our sole discretion, terminate these Terms and Customer’s access to Aura, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate its account and these Terms at any time by selecting “Delete Account” in the account management page in Aura or contacting us at support@tryaura.dev.

11.3. Effect of Termination. Upon termination of these Terms: (a) Customer’s license rights will terminate and Customer must immediately cease all use of Aura; (b) Customer will no longer have access to its account or Aura; and (c) Customer must pay Company any unpaid amount that was due prior to termination. Customer Data and other Confidential Information, as defined in Section 8 (Confidentiality), may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to these Terms’ confidentiality restrictions.

11.4. Survival. All definitions and the following Sections survive expiration or termination of these Terms: 1.4 (Restrictions), 1.5 (Customer Obligations), 2 (Aura Subscription), 3.4 (Feedback), 5.3 (Usage Data; Aggregated Data), 6 (Ownership), 7 (Warranty Disclaimers), 8 (Confidentiality), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Indemnification), 13 (Limitations of Liability), and 14 (General Terms). Except where an exclusive remedy is provided in these Terms, exercising a remedy under these Terms, including termination, does not limit other remedies a party may have.

12. INDEMNIFICATION

Customer will defend Company from and against any third-party claim to the extent arising out of or resulting from Customer Data or Customer’s breach or alleged breach of Section 1.5 (Customer Obligations), and Customer will indemnify and hold harmless Company against any damages and costs awarded against Company (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

13. LIMITATIONS OF LIABILITY

13.1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers or licensors) will have any liability arising out of or related to these Terms for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

13.2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’ and licensor’s) entire liability arising out of or related to these Terms will not exceed in aggregate the amounts paid or payable by Customer to Company pursuant to these Terms during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under these Terms.

13.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Section 1.4 (Restrictions) or Section 1.5 (Customer Obligations); (b) either party’s breach of Section 8 (Confidentiality) (but excluding claims relating to Customer Data); or (c) amounts payable to third parties under Customer’s obligations in Section 12 (Indemnification).

13.4. Nature of Claims. The waivers and limitations in this Section 13 (Limitation of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in these Terms fails of its essential purpose. Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this Section 13 (Limitation of Liability) will apply even if any limited remedy fails of its essential purpose.

14. GENERAL TERMS

14.1. Assignment. Customer may not assign these Terms without the prior consent of Company. Company may assign these Terms and all rights granted under these Terms, at any time without notice or consent. Any non-permitted assignment is void. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns.

14.2. Notices. Except as set out in these Terms, any notice or consent under these Terms will be (a) for Customer, the email address used to sign up for Aura and (b) for Company, support@tryaura.dev and will be deemed given at the time of transmission. Either party may update its email address with notice to the other party. Company may also send operational notices to Customer by email or through Aura.

14.3. Entire Agreement. These Terms which includes the Privacy Policy, and all Orders, and policies regarding Aura that Company may make available from time to time) is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation. These Terms may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

14.4. Governing Law; Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

14.5. Venue. Any action arising out of or in connection with these Terms will be heard in the federal, state, or local courts in San Francisco, California and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.

14.6. Attorneys’ Fees and Costs. The prevailing party in any action to enforce these Terms will be entitled to recover its attorneys’ fees and costs in connection with such action.

14.7. Modifications to Terms. Company may modify these Terms from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Billing Date unless Company indicates an earlier effective date. If Company requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate these Terms with notice to Company, in which case Company will provide Customer a refund of any pre-paid Subscription Fees for the terminated portion of the current Subscription Period. To exercise this termination right, Customer must notify Company of its objections within 30 days after Company’s notice of the intended modifications to these Terms. Once the modified Terms takes effect Customer’s continued use of Aura constitutes its acceptance of the modifications. Company may require Customer to click to accept the modifications to these Terms. Except as expressly permitted in this Section 14.7 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

14.8. Consent to Electronic Communications. By using Aura, Customer consents to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about Company's electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Company sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.

14.9. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remains in effect.

14.10. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay Subscription Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster (“Force Majeure Events”).

14.11. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

14.12. Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using Aura. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Aura in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to Aura any information controlled under the U.S. International Traffic in Arms Regulations.

14.13. Government End-Users. Elements of Aura are commercial computer software. If the user or licensee of Aura is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of Aura or any related documentation of any kind, including technical data and manuals, is restricted by the terms of these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. Aura was developed fully at private expense. All other use is prohibited.

14.14. International Use. Company makes no representation that Aura is appropriate or available for use outside of the United States. Access to Aura from countries or territories or by individuals where such access is illegal is prohibited.

14.15. Conflicts in Interpretation. If there are inconsistencies or conflicts between these Terms and the terms of any Orders, schedules, exhibits, attachments, addenda, policies, and other documents attached to or incorporated by reference in these Terms, the order of precedence is as follows: (a) the terms contained in the body of these Terms; (b) the terms of the Order, schedules, exhibits, attachments, addenda, and policies to these Terms; and (c) the documentation.