Product Terms of Service

1. Acceptance of These Terms (Clickwrap)

You accept these Terms by checking the "I agree to the Product Terms of Service and acknowledge the Product Privacy Policy" control presented during account creation, or by accepting an updated version of these Terms when prompted in-product. Your acceptance is recorded in our consent log along with the version of the Terms accepted, the date and time of acceptance, the acceptance channel (initial signup, re-consent, or settings review), and limited audit context (IP address, user agent, client platform).

If you do not agree to these Terms, do not check the assent control and do not use the Service.

You may not use the Service on behalf of another person without that person's authorization. If you accept these Terms on behalf of an organization (a school, district, clinic, agency, or independent practice), you represent that you have authority to bind that organization to these Terms. In that case, "you" refers both to you individually and to the organization.

2. Definitions

For purposes of these Terms:

• "Service" means the Osprey product application (mobile and web), associated cloud services and APIs, in-product content authored by Nisana, and any associated documentation. The Service does not include the marketing properties at nisana.io or osprey.education.
• "Facilitator" means an adult educational or clinical practitioner who holds a Facilitator account in the Service. Facilitators include, without limitation, special education teachers, general educators, paraprofessionals, Board Certified Behavior Analysts (BCBAs), Registered Behavior Technicians (RBTs), speech-language pathologists, occupational therapists, physical therapists, school counselors, school psychologists, school administrators, and similarly situated practitioners. Facilitators must be at least eighteen (18) years of age.
• "Learner" means a child or adult learner whose education records, behavioral data, clinical observations, progress information, or related records are processed by a Facilitator using the Service. Learners do not create accounts in the Service and do not interact directly with the Service.
• "Organization" means a school, district, clinic, agency, independent practice, or other entity that licenses the Service or under whose authority a Facilitator processes Learner data.
• "Free Tier" means any tier of the Service that is offered to Facilitators or Organizations without a fee. Free Tier Facilitators are bound by these Terms.
• "Paid Tier" means any tier of the Service offered for a fee, including pursuant to a written subscription order, master service agreement, or district contract.
• "Master Agreement" means any separately executed written agreement between Nisana and an Organization (including, without limitation, a master service agreement, district contract, data processing agreement, business associate agreement, student data privacy agreement, or procurement contract) that governs an Organization's use of the Service.
• "Facilitator Content" means content that you author, upload, or otherwise submit to the Service, including, without limitation, lesson content, activity definitions, goal text, observation notes, session notes, and uploaded media.
• "Learner Records" means education records, behavioral data, clinical observations, progress information, and related records about Learners that are processed by a Facilitator using the Service. Learner Records are a subset of Facilitator Content for purposes of these Terms but are also separately addressed in Section 6 and in the Privacy Policy.
• "AI Features" means features of the Service that use machine-learning models (including third-party large language models and image-generation models) to generate, suggest, summarize, draft, or transform content.

3. Order of Precedence

If you use the Service under a Master Agreement, the Master Agreement controls over any conflicting provision in these Terms with respect to the Organization that signed it and to the Facilitators authorized under that Master Agreement. In the absence of a Master Agreement, these Terms govern in their entirety. The Privacy Policy controls over these Terms with respect to the handling of personal information; conflicts on any other subject are resolved in the order: Master Agreement → these Terms → Privacy Policy → in-product disclosures.

4. Eligibility

The Service is intended exclusively for adult professional Facilitators. By creating a Facilitator account or using the Service, you represent and warrant that:

The Service is offered to and intended for users in the United States. Cross-border use is addressed in the Privacy Policy.

Children do not create accounts. Learners do not access the Service directly, do not authenticate, and do not establish a contractual relationship with Nisana through the Service.

• You are at least eighteen (18) years of age.
• You are authorized to use the Service in your professional capacity by your Organization (where applicable) or are operating as a duly authorized independent practitioner.
• You have, or will obtain, all consents, authorizations, and approvals required under applicable law (including, where applicable, parental consent under the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506 and 16 CFR Part 312, and any school-as-agent authorization) before processing Learner Records in the Service.
• You are not located in, under the control of, or a national or resident of any country subject to a comprehensive U.S. embargo or trade sanction, and you are not on any U.S. government denied-parties list (including the Treasury Department's Office of Foreign Assets Control Specially Designated Nationals list).

5. Account Registration and Security

You must register for a Facilitator account to use the Service. When you register, you agree to:

You are responsible for all activity that occurs under your account, except to the extent caused by Nisana's gross negligence or willful misconduct. We may suspend or terminate your account in accordance with Section 18.

• Provide accurate and current registration information, including your legal name, professional email address, professional role, and Organization affiliation (where applicable).
• Maintain the accuracy of your registration information.
• Safeguard your credentials and any device on which you maintain a Service session.
• Promptly notify Nisana at security@nisana.io of any actual or suspected unauthorized access to your account, any compromise of your credentials, or any breach of security relating to the Service.

6. Authority to Process Learner Data

You represent and warrant that, with respect to all Learner Records you process in the Service:

You are solely responsible for ensuring that:

Nisana provides the Service as an authorized contractor or service provider to Organizations and Facilitators acting under their authority. Nisana does not act as the source of authority for processing Learner Records and does not adjudicate parental, guardian, or eligible-student consent disputes. Where a parent, eligible student, district records officer, or regulator submits a request that affects Learner Records, Nisana will route that request to the responsible Organization or Facilitator and will cooperate with that Organization's response, subject to applicable law.

• You are acting in your professional capacity as a "school official with legitimate educational interest" under FERPA (34 CFR § 99.31(a)(1)) where the Learner is a student in a U.S. educational program subject to FERPA, or in an equivalent capacity recognized under applicable state student data privacy law (including, without limitation, NY Education Law § 2-d, IL SOPPA, CA SOPIPA + AB 1584, CT 10-234aa et seq., LA Act 837, UT 53E-9-301 et seq., VA § 22.1-289.01, WA HB 1495, NV NRS 388.281 et seq., and TN T.C.A. § 49-1-701 et seq.); or
• You are operating as a HIPAA-covered Facilitator (or a workforce member of a HIPAA-covered organization) under a written Business Associate Agreement between Nisana and that organization, where the Learner Records constitute "protected health information" under HIPAA (45 CFR Parts 160, 162, and 164) rather than education records under FERPA; or
• You hold all consents and authorizations required by applicable law to process the Learner Records you submit to the Service in your authorized professional capacity, including any IDEA confidentiality requirements (34 CFR §§ 300.610–300.626) for special-education records, and any parental, guardian, or eligible-student consents required by your Organization, your district, your professional licensure body, or applicable state or federal law.
• Your processing of Learner Records in the Service is consistent with the authorization on which you rely.
• Required parental, guardian, eligible-student, or school-as-agent consents are obtained, recorded, and maintained on your side or your Organization's side.
• Learner Records you submit to the Service are appropriate for the Service's stated educational and clinical purposes, and are not submitted for unauthorized secondary uses.

7. License to Use the Service

Subject to your compliance with these Terms (and any applicable Master Agreement), Nisana grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for its intended educational and clinical purposes during the term of these Terms.

You may not, and may not permit any third party to:

The license in this Section terminates automatically when these Terms or your account terminate.

• Copy, modify, translate, or create derivative works of the Service.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Service, except to the extent that this restriction is prohibited by applicable law.
• Rent, lease, sell, sublicense, distribute, or otherwise commercially exploit the Service or any access credentials.
• Use the Service to build a competing product, to benchmark the Service for the purpose of building a competing product, or to train, evaluate, or improve a third-party machine-learning model on Service outputs.
• Remove or obscure any proprietary notice, brand, watermark, or attribution rendered by the Service.
• Circumvent any access control, rate limit, license restriction, or technical protection measure of the Service.
• Probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure (a coordinated security disclosure to security@nisana.io is welcome and is not a violation of these Terms).
• Use the Service to send unsolicited commercial messages, malware, or malicious code.
• Use the Service in any manner that violates applicable law, regulation, or third-party right.

8. Acceptable Use

In addition to the restrictions in Section 7, you agree that you will not:

We may, at our sole discretion and consistent with applicable law and any Master Agreement, take any action we deem appropriate to enforce this Section, including, without limitation, suspending or terminating accounts, removing offending content, and pursuing legal remedies.

• Use the Service to process learner data in violation of FERPA, COPPA, IDEA, HIPAA, the Protection of Pupil Rights Amendment (20 U.S.C. § 1232h), any applicable state student data privacy law, or any applicable contract with your Organization or its district.
• Submit content to the Service that is unlawful, defamatory, harassing, threatening, obscene, sexually explicit, or that infringes any intellectual-property right of any third party.
• Submit content to the Service that contains personal information about a Learner you are not authorized to process, or about any third party without the legal basis required for that submission.
• Impersonate any person or entity, or misrepresent your professional role, Organization affiliation, credentials, or licensure status.
• Interfere with, disrupt, or impose an unreasonable or disproportionately large load on the Service or its supporting infrastructure.
• Use the Service to engage in automated decision-making about Learners that produces legal or similarly significant effects without an authorized human reviewer in the loop, except as expressly supported by the Service.
• Use the Service for any purpose that is inconsistent with the Service's stated educational and clinical scope, including, without limitation, hiring decisions, employment-eligibility decisions, immigration decisions, insurance underwriting, credit decisions, or law-enforcement profiling.

9. Facilitator Content and Learner Records

9.1 Ownership of Facilitator Content. As between you and Nisana, you (or your Organization, as applicable) retain all rights, title, and interest in and to Facilitator Content you submit to the Service. Nisana does not claim ownership of Facilitator Content.

9.2 License to Operate the Service. You grant Nisana a limited, worldwide, non-exclusive, royalty-free license to host, store, transmit, display, copy, process, and otherwise use Facilitator Content solely as necessary to:

This license terminates with respect to a given item of Facilitator Content when that item is deleted from the Service or when your account is deleted, except (i) for backup copies retained for the duration of our standard backup-retention window, (ii) for de-identified aggregate data that no longer identifies any individual, and (iii) where retention is required by applicable law or to defend a legal claim.

9.3 Learner Records Are Not Used for Advertising or Model Training. Nisana does not use Learner Records, Facilitator Content, or any other non-aggregated personal information processed in the Service for:

This commitment is reflected in our contracts with sub-processors, including the AI providers identified in the Privacy Policy.

9.4 Feedback. If you voluntarily send Nisana feedback, suggestions, or ideas about the Service (whether through an in-product channel, an email to one of our role-based addresses, or otherwise), you grant Nisana a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use that feedback for any purpose without obligation to you. You also represent that you have the right to grant this license. This Section does not apply to information that is governed by the Privacy Policy as personal information; it applies only to the substantive feedback content itself.

• Provide the Service to you and to other authorized users in your Organization or assigned care team.
• Generate AI Features outputs at your request, subject to Section 10.
• Perform backup, disaster recovery, security, fraud prevention, and abuse detection.
• Aggregate and de-identify usage data to operate, secure, and improve the Service in a manner that does not re-identify any Learner.
• Comply with applicable law, valid legal process, and regulator inquiries.
• Targeted advertising or cross-context behavioral advertising.
• Profiling that produces legal or similarly significant effects on a Learner.
• Sale of personal information as defined under any applicable U.S. comprehensive privacy law.
• Training, fine-tuning, or evaluation of generative-AI models for any purpose other than producing the immediate AI Features output you requested.

10. AI Features

The Service includes AI Features that use third-party machine-learning models to generate, suggest, summarize, draft, or transform content. AI Features are subject to the following:

10.1 Professional Judgment. AI Features are decision-support tools, not automated decision-makers. Outputs are generated by statistical models and may be inaccurate, incomplete, biased, or inappropriate for a given Learner or context. You remain solely responsible for the educational and clinical decisions you make using the Service. Do not rely on AI Features as a substitute for professional judgment, professional licensure-based assessment, or applicable evidence-based practice standards in your discipline.

10.2 Consent Gating. AI processing of Learner Records is gated by:

The detailed scope, mechanism, and revocation paths for these consents are described in the Privacy Policy and surfaced in-product.

10.3 No Training on Customer Data. Nisana contractually prohibits its AI sub-processors from training, fine-tuning, or evaluating their models on Facilitator Content, Learner Records, or any other non-aggregated personal information processed through the Service, except as necessary to produce the immediate AI Features output you requested. The current AI sub-processors and their relevant processing terms are listed in the Privacy Policy.

10.4 Output Disclaimers. AI Features outputs:

10.5 Prohibited AI Uses. You will not use AI Features to:

• Per-Facilitator AI consent: Facilitators must affirmatively accept the in-product AI consent surface before any AI Features that process Facilitator-supplied content are enabled for that Facilitator.
• Per-Learner AI consent: AI processing that involves an identifiable Learner is additionally gated by a per-Learner AI processing consent recorded on that Learner's record. AI Features that would process Learner Records without that consent are blocked at the application layer.
• May be inaccurate, fabricated, outdated, or otherwise unreliable, even when confidently expressed.
• Are not legal, medical, clinical, educational, behavioral-analytic, speech-language-pathology, occupational-therapy, physical-therapy, counseling, psychological, or other professional advice on which a Facilitator or Learner is entitled to rely without further professional review.
• Should be reviewed for accuracy, appropriateness, and bias by a qualified Facilitator before use in any educational or clinical decision affecting a Learner.
• Do not transfer to Facilitator any rights in the underlying model, training data, or third-party intellectual property used to generate the output.
• Generate content that misrepresents a Learner's behavior, performance, or diagnostic status.
• Generate content that is fabricated and presented to a parent, guardian, district, payer, or regulator as a record of fact.
• Engage in automated decision-making about Learner placement, eligibility, discipline, identification, or other consequential decisions without authorized human review consistent with applicable law (including the EU AI Act, Reg. (EU) 2024/1689, where applicable; the Colorado AI Act, CO SB 24-205, where applicable; and any other applicable jurisdictional regime).
• Generate or solicit child sexual abuse material, content sexualizing minors, content endangering Learners, or any other content prohibited by Nisana's Acceptable Use rules in Section 8.

11. Free Tier

Where you use the Service under the Free Tier, the following additional terms apply:

If you upgrade from the Free Tier to a Paid Tier, the Paid Tier subscription order or Master Agreement supersedes any Free Tier terms inconsistent with that order or agreement.

• The Free Tier is provided without a service-level commitment, support commitment, or uptime credit. The Service may be modified, suspended, or discontinued in whole or in part with respect to the Free Tier at any time and without notice, except where prohibited by applicable law.
• The Free Tier may impose feature limits, rate limits, AI generation limits, storage limits, and other usage controls. We may modify these limits at any time.
• We may suspend, deactivate, or delete inactive Free Tier accounts after a reasonable period of inactivity, subject to applicable retention obligations under FERPA, the Privacy Policy, and any Master Agreement.
• We do not warrant that any specific Free Tier feature will continue to exist, will continue to be free, or will be retained in a Paid Tier.

12. Paid Tiers, Fees, and Taxes

This Section applies only if you have entered into a written subscription order, purchase order, or Master Agreement with Nisana for a Paid Tier of the Service. The detailed commercial terms (subscription term, fees, payment terms, renewal posture, audit rights, service levels, support, and data return) are set in that document. To the extent any commercial term in such a document conflicts with these Terms, the commercial-document term controls. Fees are exclusive of taxes; you are responsible for sales, use, VAT, and similar taxes other than Nisana's income taxes.

13. Beta and Pre-Release Features

We may, from time to time, make beta, alpha, preview, or other pre-release features of the Service available to selected Facilitators. Pre-release features are provided "as is" and "as available" without representation or warranty of any kind, may be modified or removed at any time, and are not subject to any service-level or support commitment. We may collect and use additional telemetry, evaluation feedback, and usage data from pre-release features as described in the Privacy Policy. Your use of pre-release features in a regulated educational or clinical context is at your sole risk.

14. Sub-processors and Third-Party Components

The Service relies on a number of third-party sub-processors (including Microsoft Azure for hosting and Azure OpenAI Service for AI Features) and third-party components (including open-source software). The current sub-processor list, the contractual obligations imposed on each sub-processor, and the in-app surface for material sub-processor changes are described in the Privacy Policy. Where the Service incorporates open-source components, those components are licensed under their respective open-source licenses; nothing in these Terms restricts your rights under those licenses.

15. Confidentiality

Nisana may disclose to you confidential information about the Service, including pre-release features, roadmaps, internal documentation, security controls, and pricing ("Nisana Confidential Information"). You agree:

This Section does not apply to information that is or becomes publicly known through no fault of yours, was lawfully in your possession before disclosure, is independently developed by you without reference to Nisana Confidential Information, or is rightfully obtained from a third party without confidentiality obligations.

• Not to disclose Nisana Confidential Information to any third party without our prior written consent, except (i) as required by law or valid legal process (in which case you will, where lawful, give us reasonable advance notice and an opportunity to seek a protective order), or (ii) to your professional advisors under a duty of confidentiality.
• To use Nisana Confidential Information only as needed to use the Service.
• To protect Nisana Confidential Information with at least the same degree of care you use to protect your own confidential information of similar sensitivity, and in no event less than reasonable care.

16. Intellectual Property

16.1 Service IP. As between you and Nisana, Nisana owns all rights, title, and interest in and to the Service, including all software, content authored by Nisana, user-interface design, brand elements, OSPREY™ and NISANA™ trademarks, Nisana-authored documentation, AI prompts and prompt templates authored by Nisana, and all related intellectual-property rights. Nothing in these Terms grants you any rights in any of the foregoing except for the limited license expressly granted in Section 7.

16.2 Trademarks. OSPREY™ and NISANA™ are trademarks of Nisana, LLC. You may not use either mark, or any confusingly similar mark, in connection with any product, service, marketing, or public statement without Nisana's prior written permission, except for nominative descriptive use of the marks consistent with applicable law.

16.3 Notices of Infringement. If you believe in good faith that any content in the Service infringes your copyright, trademark, or other intellectual-property right, send a written notice to legal@nisana.io containing the elements specified by 17 U.S.C. § 512(c)(3) (Digital Millennium Copyright Act). We will review properly submitted notices in good faith and will take action as we deem appropriate, which may include removing or disabling access to the material complained of and notifying the user who submitted it. We may also forward your notice (including any personal information it contains) to the user who submitted the material complained of. Counter-notices under 17 U.S.C. § 512(g)(3) may be submitted to the same address.

We reserve the right to terminate access for any user who, in our good-faith determination, repeatedly infringes the intellectual-property rights of others.

17. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AI FEATURES, AND ALL OUTPUTS, CONTENT, AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, Nisana and its officers, members, managers, employees, contractors, sub-processors, and agents disclaim all warranties, including, without limitation:

The Service is not a medical device, is not approved or cleared by any medical regulatory authority, and is not a substitute for professional educational, clinical, behavioral-analytic, speech-language-pathology, occupational-therapy, physical-therapy, counseling, psychological, medical, or legal advice. Use of the Service does not establish a clinical or professional relationship between Nisana and any Learner.

Some jurisdictions do not allow the disclaimer of certain warranties; in those jurisdictions, the disclaimers in this Section apply to the maximum extent permitted by applicable law.

• Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
• Warranties that the Service will be uninterrupted, timely, secure, error-free, or free of malicious code.
• Warranties that any defect in the Service will be corrected.
• Warranties that AI Features outputs will be accurate, complete, current, appropriate, unbiased, free of fabrication, or suitable for any specific educational, clinical, or other professional purpose.
• Warranties as to the accuracy, completeness, reliability, or currency of any content, including content authored by other Facilitators and surfaced by the Service.

18. Suspension, Termination, and Account Deletion

18.1 Termination by You; Self-Service Account Deletion. You may stop using the Service at any time. You may also delete your Facilitator account at any time using the in-product account-deletion feature accessible from your Profile (the "Delete account" action). The account-deletion feature performs a soft-delete of your Facilitator identity, anonymizes operational user records associated with your account to the extent feasible, and preserves clinical and education records that must be retained under FERPA, IDEA, applicable state student data privacy laws, your Organization's records-retention obligations, and Nisana's obligations as a service provider to your Organization.

The detailed scope of what is deleted, what is anonymized, and what is retained on account deletion is described in the Privacy Policy.

18.2 Termination by Nisana. We may suspend or terminate your account, or any portion of the Service, at any time if:

Where reasonably practicable and not prohibited by law or by an investigatory hold, we will provide you with notice of suspension or termination and an opportunity to cure a curable breach.

18.3 Effect of Termination. On termination of your account or these Terms:

18.4 Data Return and Destruction. Where a Master Agreement specifies data-return and data-destruction procedures on termination of an Organization's subscription, those procedures control. In the absence of a Master Agreement, the data-handling behavior of the in-product account-deletion feature, as described in the Privacy Policy, governs.

• You materially breach these Terms or any applicable Master Agreement.
• We have a good-faith basis to believe your use of the Service threatens the security, availability, or integrity of the Service or other users.
• We have a good-faith basis to believe your use of the Service violates applicable law, regulation, or third-party right.
• We are required to do so by applicable law, valid legal process, or a regulator inquiry.
• Your Organization's Master Agreement is suspended, terminated, or expires.
• Your account has been inactive for a period that exceeds our published inactivity threshold (where applicable to the Free Tier).
• Your right to access and use the Service ceases.
• Sections of these Terms that by their nature should survive termination will survive — including, without limitation, Section 6, Section 9.4, Section 10.5, Section 15, Section 16, Section 17, Section 19, Section 20, Section 22, Section 23, Section 24, Section 25, and this Section 18.3.
• Our handling of personal information and Learner Records following termination is governed by the Privacy Policy and any applicable Master Agreement.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in no event will Nisana or its officers, members, managers, employees, contractors, sub-processors, or agents be liable to you, to your Organization, or to any third party for:

Aggregate cap. Nisana's total aggregate liability to you for any and all claims arising out of or related to these Terms, the Service, AI Features, or your use of the Service, regardless of the form of action, will not exceed the greater of (a) the total amount you have paid Nisana under any subscription order or Master Agreement during the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100). Where you use the Service under the Free Tier, the cap is USD $100.

Carve-outs. The limitations in this Section do not apply to:

The limitations in this Section reflect a reasonable allocation of risk between you and Nisana, are an essential basis of the bargain reflected in these Terms, and apply notwithstanding the failure of any limited remedy. Some jurisdictions do not allow the limitation of certain damages; in those jurisdictions, the limitations in this Section apply to the maximum extent permitted by applicable law.

• Any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to these Terms, the Service, AI Features, or your use of the Service — including, without limitation, damages for lost profits, lost revenue, lost data, lost business, loss of goodwill, harm to reputation, or substitute-service costs — even if Nisana has been advised of the possibility of such damages.
• Any damages arising out of or related to (i) any AI Features output, the accuracy of any AI Features output, or any educational or clinical decision made on the basis of an AI Features output; (ii) any conduct or content of any other Facilitator or third party in connection with the Service; (iii) any unauthorized access to or alteration of your data; (iv) any interruption or cessation of the Service; (v) any virus, malicious code, or other harmful component received from a third party through the Service; or (vi) any other matter arising out of or relating to the Service.
• Liability for your or Nisana's fraud or fraudulent misrepresentation.
• Liability for death or personal injury caused by Nisana's gross negligence or willful misconduct.
• Liability for breach of confidentiality under Section 15.
• Liability that cannot be excluded or limited under applicable law, including, where applicable, certain non-waivable rights under state consumer-protection statutes.

20. Indemnification

You agree to defend, indemnify, and hold harmless Nisana and its officers, members, managers, employees, contractors, sub-processors, and agents from and against any third-party claim, demand, action, proceeding, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

We will provide you reasonable notice of any claim subject to indemnification under this Section. We may, at our discretion, assume exclusive defense and control of any matter for which you have an indemnification obligation, in which case you agree to cooperate with our defense.

• Your processing of Learner Records in the Service in violation of Section 6 (Authority to Process Learner Data), including any claim by a parent, guardian, eligible student, Organization, or regulator that the consent or authorization on which you relied was insufficient.
• Your violation of Section 7 (License) or Section 8 (Acceptable Use), including any reverse-engineering, scraping, competitor-benchmarking, or training-on- outputs activity.
• Your violation of Section 10.5 (Prohibited AI Uses).
• Your impersonation or material misrepresentation of professional role, Organization affiliation, credentials, or licensure status in connection with the Service.
• Facilitator Content you submit to the Service that infringes any third-party intellectual-property right.
• Your gross negligence or willful misconduct.

21. Insurance and Risk

Nisana maintains, or will maintain prior to general availability, commercially reasonable insurance appropriate to the operation of an education-and-clinical-software service, including, without limitation, errors-and-omissions/professional liability and cyber-liability coverage. Specific coverage limits and any contractual additional-insured or waiver-of-subrogation obligations are addressed in any applicable Master Agreement. The existence of insurance coverage does not extend or modify Section 19 (Limitation of Liability) or Section 20 (Indemnification).

22. Governing Law and Forum

22.1 Governing Law. These Terms, and any dispute arising out of or related to these Terms or your use of the Service, are governed by the laws of the State of Missouri, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Forum. You and Nisana agree that the state and federal courts located in the State of Missouri will have exclusive jurisdiction over any dispute arising out of or related to these Terms or your use of the Service, and you consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.

22.3 No Mandatory Arbitration; No Class-Action Waiver At This Time. These Terms do not require binding arbitration of disputes, and they do not include a class-action waiver. Either party may bring an individual or class claim in the state or federal courts of Missouri as provided in Section 22.2.

22.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or to prevent ongoing irreparable harm.

22.5 Time Limit on Claims. Any cause of action arising out of or related to these Terms, the Service, or your use of the Service must be commenced within one (1) year after the cause of action accrues, or it is permanently barred, except where a shorter or non-waivable statutory limitation period applies.

22.6 No Jury. To the fullest extent permitted by applicable law, you and Nisana each waive any right to a trial by jury in any action arising out of or related to these Terms or the Service.

23. Changes to These Terms

We may update these Terms from time to time. When we do, we will increment the version label, update the "Effective Date" and "Last Updated" dates at the top of this document, and publish the new version through the in-app legal-document registry.

For each new version, we will determine whether the change is material under our published change-classification policy. All Product Terms version bumps are treated as material by default, and any new version will require Facilitator re-consent through the in-product re-consent gate before continued use of the Service. The re-consent gate is non-dismissible and presents the choice to either accept the updated Terms or sign out.

For changes to non-material aspects (formatting, typo corrections, clarifications that do not alter your rights or our obligations), we may publish the updated version without requiring re-consent, in which case the change-summary field on the new version will be marked accordingly.

Prior versions of these Terms are preserved in the identity.legal_document_versions registry table and in the public version history of the Nisana source repository (docs/legal/product-terms-of-service.md in the postrema/ALC repository).

24. Notices

You may send notices to Nisana at:

We may send notices to you at the email address associated with your Facilitator account, by an in-product banner, or, where required by law or contract, by postal mail to the address provided by your Organization. You are responsible for keeping your contact email current.

• Legal notices, intellectual-property notices (including DMCA), accessibility reports, and contractual correspondence: legal@nisana.io
• Privacy and data-subject requests: privacy@nisana.io
• Security vulnerability disclosure and security incident reports: security@nisana.io
• Data protection contact: dpo@nisana.io

25. Miscellaneous

25.1 Entire Agreement. These Terms, the Privacy Policy, and any applicable Master Agreement and in-product disclosures constitute the entire agreement between you and Nisana with respect to the Service and supersede any prior agreement or understanding with respect to the Service.

25.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

25.3 No Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later or to enforce any other provision. A waiver of any provision is effective only if in writing and signed by an authorized representative of Nisana.

25.4 Assignment. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign these Terms, in whole or in part, to any successor in interest by way of merger, acquisition, sale of assets, or operation of law, or to any of our affiliates, without notice to you.

25.5 No Agency. Nothing in these Terms creates a partnership, joint venture, employment, agency, fiduciary, or franchise relationship between you and Nisana. Nisana acts as an independent service provider in providing the Service.

25.6 Force Majeure. Neither party will be liable for any failure or delay in performance to the extent that the failure or delay is caused by an event beyond that party's reasonable control, including acts of God, war, terrorism, civil unrest, public-health emergency, fire, flood, earthquake, government action, labor dispute, internet or telecommunications failure, or third-party service-provider outage.

25.7 Electronic Communications. By using the Service, you consent to receive communications from Nisana in electronic form. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications be in writing, except where applicable law expressly requires a non-electronic format.

25.8 Export Compliance. You will not access or use the Service in a manner that violates U.S. export-control laws or sanctions, and you represent that you are not located in a country subject to a comprehensive U.S. embargo or trade sanction and are not on any U.S. government denied-parties list.

25.9 Government Use. If you are accessing the Service on behalf of a U.S. federal, state, or local government entity, the Service constitutes "commercial computer software" and "commercial computer software documentation" within the meaning of FAR 12.212 and DFARS 227.7202. The government's rights are limited to those granted to all other users under these Terms.

25.10 Headings; Interpretation. Section and subsection headings are for convenience only and do not affect the interpretation of these Terms. The words "include," "includes," and "including" are deemed to be followed by "without limitation." The words "or" and "and/or" are inclusive. Singular references include the plural and vice versa, where the context permits.

25.11 Third-Party Beneficiaries. These Terms do not create any third-party-beneficiary rights, except that an Organization with which Nisana has executed a Master Agreement may rely on these Terms as they apply to its authorized Facilitators.

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26. Contact

For general questions about these Terms, contact legal@nisana.io.

For privacy questions, contact privacy@nisana.io.

For security issues, contact security@nisana.io.