These Terms of Service ("Terms," or "Agreement") constitute a legally binding contract between you (either an individual or the entity you represent, "you," "your," or "Customer") and Prana AI Incorporated, a Delaware corporation ("Prana AI," "we," "us," or "our").

By accessing or using the Prana AI website or Services, or by clicking "I agree" or a similar button or checkbox, you accept and agree to be bound by these Terms and our Privacy Policy, available at https://www.pranadoc.com/privacy.

If you do not agree to these Terms, you may not access or use the Services.

1. Definitions

"Account" means the account you create to access and use the Services, including any administrative, user, or sub-accounts associated with your organization.

"Applicable Data Protection Laws" means, in relation to any personal information that is processed in the provision of the Services, any applicable law, regulation or legislation protecting individual privacy, including without limitation, where applicable, the California Consumer Privacy Act (CCPA, as updated by the CPRA), the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the "GDPR"), the UK GDPR, and other U.S. state privacy laws, and generally refers to information that identifies or relates to an identified or identifiable individual.

"Cloud Infrastructure" means the computing, storage, networking, and other hardware and software infrastructure used in providing the Services.

"Confidential Information" means the Services (in the case of Prana AI) and each party's product road maps, product development plans, pricing, business plans, customer lists, business and financial information, plus any other information or data which a party discloses in tangible form and conspicuously marks as "confidential," "proprietary" or with other words generally understood to communicate the confidential nature of the information. Despite the foregoing, Confidential Information shall not include any information which: (a) is already lawfully in the receiving party's possession without obligation of confidentiality; (b) is or becomes generally available to the public through no fault of the receiving party; or (c) is independently developed by the receiving party without any use of the other party's Confidential Information.

"Customer Data" means any non-public data, content, files, records, or other information that you submit, upload, transmit, or otherwise provide to the Services.

"Delivery" means the availability of the Services and/or Documentation by Prana AI to the Customer via electronic or other means, without regard to when Customer actually uses such Services and/or Documentation.

"Documentation" means the user guides, technical specifications, API documentation, and other materials we make available to assist you in using the Services.

"Fees" means the amounts you owe us for use of the Services according to the Subscription tier you select.

"Intellectual Property Rights" means all inventions, know-how, patents (including originals, divisionals, continuations, continuations-in-part, extensions, utility models and re-issues), patent applications, copyrights (including all related rights and registrations and applications therefor), trade secrets, trademarks, internet domain names, moral rights, and all other proprietary and intellectual property rights.

"Output" means any generative AI output (including files, texts, or events; but excluding the Services or any part or derived work thereof) that is created or emitted by Customer's use of the Service.

"Personal Data" (or "Personal Information") has the meaning given in Applicable Data Protection Laws.

"Prana AI Proprietary Code" means computer programs included in the Service on which Prana AI claims the copyright to the source code and which is not made available under any license that provides for free software, open source software, or similar licensing model, including but not limited to the MIT license, the Apache license, the BSD License and other similar licenses.

"Services" means the Prana AI SaaS platform, including marketing automation tools, web and mobile applications, APIs, integrations, analytics, and related features and functionality, as updated from time to time and licensed by Customer pursuant to this Agreement under an applicable Subscription.

"Subscription" means your limited rights as set forth in these Terms to access and use the Services.

"Support" means the technical support services provided by Prana AI in its reasonable discretion, and may vary according to your subscription type.

"Use" means the legal use by Customer of the Services and Documentation in accordance with the terms and conditions of this Agreement.

2. Acceptance and Scope of these Terms

2.1 Application of Terms

These Terms apply to your access to and use of the Services and constitute the entire agreement between you and Prana AI regarding the subject matter herein, superseding any prior or contemporaneous agreements, representations, or understandings, whether written or oral, except as otherwise provided in a separate written agreement signed by both parties.

2.2 Modification

We may modify these Terms from time to time by posting a revised version on our website at www.pranadoc.com or by providing notice to you via email or the Services. For material changes that adversely affect your rights, we will provide at least thirty days' advance notice, and your continued use constitutes acceptance. Changes required by law may take effect immediately.

3. Account Registration and Access; Mobile Access and Messaging

3.1 Minimum Age

You represent and warrant that you are at least eighteen years of age and have the legal capacity to enter into these Terms. If you are under eighteen or the applicable age of majority in your jurisdiction, you may not use the Services.

3.2 Primary Care Physician Required

You may use the Services only if you have a primary care physician with whom you agree to promptly review all information provided by the Services. By using the Services, you agree to always discuss information provided by the Services with your physician.

3.3 Account Information and Protection

To use the Services, you must create an Account by providing accurate, complete, and current information, including your name, email address, billing details, and any other information we reasonably request. You agree to maintain the accuracy of such information during your Use of the Services. You are responsible for maintaining the confidentiality of your Account credentials, including passwords and API keys, and for all activities that occur under your Account, whether authorized by you or not. You must notify us immediately of any unauthorized access or security breach. You may not share Account credentials, allow multiple individuals to use a single user login, or otherwise circumvent user-based licensing or access controls.

3.4 Suspension; Termination

We reserve the right to suspend or terminate your Account or access to the Services if we believe you have violated these Terms, engaged in fraudulent or harmful activity, or for any other reason permitted by law or these Terms, with or without notice where permitted.

3.5 Electronic Communications

Prana AI may contact you via email or text message at any email addresses or phone numbers you provide in connection with the Services. This may include messages regarding things such as your transactions with us (for example, when your data analysis is complete), product updates, and appointment reminders. By signing up for our Service, you agree to receive SMS/text messages from and on behalf of Prana AI through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. You can opt out of marketing-related messages by contacting us or by replying "STOP" to any marketing message. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.

3.6 Equipment and Related Fees

You acknowledge that you are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App and the Services. You are responsible for all charges and fees associated with text messaging imposed by your wireless provider.

4. Subscription Plans and Fees

4.1 Subscriptions

The Services are provided on a Subscription basis. Your Subscription plan, Fees, payment terms, Subscription term, user limits, usage allowances, and other terms are determined by the Subscription term you select.

4.2 Fees; Taxes

Fees for any Services which are not automatically included as part of a Subscription (including, for example and without limitation, fees for ad-hoc physician consultations, hardware or diagnostics) are due in advance of the use of any such Services. All Fees are stated in United States dollars unless otherwise specified and are exclusive of taxes, duties, and other governmental charges, which you are responsible for paying. If you are required to withhold taxes, you will increase the amount paid to us so that we receive the full Fee amount net of withholding. Fees are due and payable in advance for each billing period, typically monthly, unless otherwise agreed with us. Payment is due upon invoice or, for self-service Subscriptions, at the time of purchase or renewal via the payment method on file.

4.3 Payment Processors

We use third-party payment processors (e.g., Stripe) to handle billing and payment, subject to their terms and privacy policies. You authorize us and our payment processors to charge your designated payment method for all Fees owed, and we may store your payment information for recurring billing. If a payment fails, we may retry the charge, suspend your access to the Services, or terminate your Account after reasonable notice.

4.4 No Refunds

Prana AI's right to payment for the Services purchased by you shall accrue on the date the Services are initially delivered to you. Fees are non-refundable except as expressly provided in these Terms or required by law. If you cancel your subscription before the end of the Subscription Term, you will not receive a refund for Fees already paid, but you may continue to use the Services until the end of the then-current billing period.

4.5 Modification of Fees

We reserve the right to modify our Fees and pricing upon at least thirty days' notice. Fee changes will take effect at the start of your next Subscription Term unless you cancel before the renewal date.

4.6 Excess Use

If your use exceeds the limits of your subscription plan, such as the number of AI chat interactions, for example, we may charge overage fees or suspend your access until you upgrade your plan or reduce usage.

5. Ownership of Intellectual Property; License Grants; IMPORTANT RESTRICTIONS

5.1 Pre-Existing Intellectual Property

Except to the extent licenses are expressly granted hereunder, each party respectively retains all right, title and interest in and to all Intellectual Property Rights in and to such party's respective products and services.

5.2 Ownership by Prana AI

In addition to the rights provided for in Section 5.1, the Services and Documentation contain proprietary and confidential information of Prana AI and its licensors. Also, any additional system software, and the content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, and other matters related to Prana AI's website are protected under applicable copyrights, trademarks and other proprietary rights. The use, copying, redistribution, use or publication by Customer of any such parts of the website, Services or Documentation, except as expressly authorized by this Agreement, is prohibited. Prana AI shall own all right, title and interest, including all Intellectual Property Rights, in and to any intellectual property created by Prana AI in the course of providing the Services or Support under this Agreement, and to all suggestions, ideas, enhancement requests, feedback, code, recommendations or other information provided by Customer relating to the Services, which are hereby assigned to Prana AI.

5.3 Ownership by Customer

In addition to the rights provided for in Section 5.1, except to the extent licenses are expressly granted hereunder, Customer retains Intellectual Property Rights in and to the Customer Data.

5.4 License Grant by Prana AI

Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of any applicable Subscription, to (a) access and Use the Services via the Internet address provided to Customer by Prana AI; and (b) Use the Documentation supplied by Prana AI to enable such licensed rights, in each case solely for your own personal and non-commercial use. Solely as between Customer and Prana AI, Prana AI grants to Customer a personal, non-transferable, non-sublicensable, license to use the Output solely for your own personal and non-commercial use.

We reserve the right to monitor your use of the Services to ensure compliance with these Terms and applicable law, and to suspend or terminate your access if we determine, in our sole discretion, that you have violated these Terms.

5.6 License Grant by Customer

Customer hereby grants to Prana AI a non-exclusive, royalty free, transferable and sublicensable (solely as set forth herein), worldwide, royalty free license to use, copy, and modify the Customer Data as reasonably required to operate and provide the Services. Despite the foregoing, Prana AI will not use any non-aggregated non-deidentified Customer Data to train, fine-tune, or otherwise improve any generative or machine learning models. By posting or submitting your Customer Data to the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted by you to us. You agree that your Customer Data will not contain material subject to copyright or other proprietary rights, or any third party's personal information or personal health information, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

5.7 Use of Anonymized Data

Despite anything to the contrary, Prana AI shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (but excluding Customer Data), and Prana AI will be free to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Prana AI offerings, and (ii) disclose such data (solely in aggregate or other de-identified form from which Customer may be identified) in connection with its business.

5.8 Interaction with Third-Party Applications and Platforms

Customer may connect, install or enable content or applications and software products that interoperate with the Services and are provided by a third-party or Customer, and not Prana AI ("Non-Prana AI Products"). Any acquisition and use by Customer of such Non-Prana AI Products is solely the responsibility of Customer and the applicable provider. Prana AI does not warrant or offer support for Non-Prana AI Products. To the extent Customer authorizes the access or transmission of Customer Data through a Non-Prana AI Product, Prana AI will not be responsible for any use, disclosure, modification or deletion of such Customer Data.

5.9 Additional Terms and Conditions of Third-Party App Stores

If you download our App from a third-party app store (for example, The Apple App Store or the Google Play Store), certain third-party terms and conditions may apply. If any terms and conditions associated with the use of the App as downloaded from a third-party app store are more restrictive than these Terms, then those more restrictive terms apply. Despite the foregoing, any such third-party app store terms are solely between you and the third-party app store, and Prana AI is not a party to such terms. In the same vein, the third-party app store provider is not a party to these terms. The third-party app store is not responsible for the App or its content, and has no warranty, maintenance or support obligations, and has no liability with respect to product liability or other claims (including with respect to intellectual property ownership or consumer protection laws). If you downloaded our App from the Apple App Store, then you and we agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

6. Warranties and Disclaimers

6.1 By Prana AI

6.2 By Customer

Customer represents and warrants that it has all rights, consents and authorizations that are necessary to grant to Prana AI the rights granted under this Agreement, that neither Customer Data, nor the inclusion of Customer Data in the Services, will infringe, misappropriate or violate a third party's Intellectual Property Rights or Applicable Data Protection Law, and that no action by Customer pursuant to this Agreement will cause Prana AI to have any liability to any third party related to an agreement between Customer and such third party.

6.3 All Other Warranties Disclaimed

6.4 Additional Special Disclaimers

7. Limitations of Liability

7.1 Limitation on Indirect Damages

7.2 Certain Damages Are Always Prohibited

7.3 Maximum Liability

WITH RESPECT TO ANY NON-PAID SUBSCRIPTION, IN NO EVENT SHALL PRANA AI'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED IN THE AGGREGATE U.S.$50.00 OR THE LOWEST AMOUNT ALLOWABLE UNDER APPLICABLE LAW. IN ALL OTHER CASES, EXCEPT IN FOR LIABILITIES ARISING DIRECTLY FROM PRANA AI'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL PRANA AI'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED IN THE AGGREGATE THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO PRANA AI UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER AND (B) U.S. $100.00.

7.4 No Liability for Reliance on Output

8. Confidentiality

8.1 Confidentiality Agreement

Each of the parties hereto undertakes to the other to keep confidential all Confidential Information concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of this Agreement.

8.2 Required Disclosures

If any Confidential Information of the other party is required to be disclosed by the receiving party as a matter of law, the receiving party will use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order therefor.

8.3 Injunctive Relief

Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the disclosing party's remedies at law for a breach by the receiving party of its obligations hereunder may be inadequate and that the disclosing party shall be entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).

8.4 Destruction of Information

Upon expiration or termination of this Agreement for any reason, the receiving party will destroy (or at the request of the disclosing party, return) all copies of all Confidential Information of the disclosing party in its possession or under its control.

9. Indemnification

9.1 Indemnification of Customer by Prana AI

Subject to each of the other provisions hereof, and except for any claims based on any use of the Services during any non-paid subscription Term (for which Prana AI provides no indemnification of any kind) Prana AI shall (i) defend or (at its option) settle, any claim brought against Customer by a third party alleging that during the term of any paid subscription the Prana AI Proprietary Code infringes the copyright, trademark, or US patent of such third party (a "Claim") and (ii) indemnify Customer against damages and costs finally awarded against and payable by Customer in any such Claim (including court costs and reasonable attorneys' fees).

9.2 Exceptions

Prana AI shall have no liability to Customer under this Section:

• (a) to the extent any Claim is based on or arises from any Service or any portion or component thereof, that is: (A) not provided directly to Customer by Prana AI; (B) modified by a party other than Prana AI and not at Prana AI's direction, if the alleged infringement would not have occurred in the absence of such modification; or (C) combined with other products, processes or materials where the alleged infringement would not have occurred in the absence of such combination;
• (b) to the extent Customer continues allegedly infringing activity after: (1) being notified thereof; and (2) being provided, at no additional charge, modifications that would have avoided the alleged infringement without significant loss of performance, compatibility or functionality; or
• (c) from any breach of the Customer's obligations under this Agreement.

9.3 Indemnification of Prana AI by Customer

Customer will (i) defend or (at its option) settle, any claim brought against Prana AI by a third party arising out of or relating to a breach of Customer's warranty in Section 6.2 or your violation or breach of any term of these Terms or any applicable law or regulation, and (ii) indemnify Prana AI against damages and costs finally awarded against and payable by Customer in any such claim (including court costs and reasonable attorneys' fees).

9.4 Limitations

Despite any of the foregoing, each party's obligations under Section 5 shall be valid only if the party requesting indemnification:

• (a) gives notice to the indemnifying party of any Claim promptly upon becoming aware of the same;
• (b) gives the indemnifying party the sole control of the defense and settlement of any Claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and
• (c) acts in accordance with the reasonable instructions of the indemnifying party and gives to the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defense.

9.5 Remedies for IP Infringement

In the event of any alleged Intellectual Property infringement, Prana AI shall be entitled at its own expense and in its sole discretion to: (a) procure the right for the Customer to continue using the Service and Documentation; (b) make such alterations, modifications, or adjustments to the Service so that it becomes non-infringing without incurring a material diminution in performance or function; or (c) replace the Service with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

10. Subscription Term and Termination

10.1 Subscription Start

Your Subscription begins on the date you first access the Services or on which you agree to these Terms and continues for the initial Subscription term.

10.2 Auto-Renewal

Unless you cancel before the end of the Subscription term, your subscription will automatically renew for successive renewal terms of the same duration as the initial Subscription term, at the then-current Fees, unless either party provides written notice of non-renewal at least thirty days before the end of the then-current term.

10.3 Cancellation

You may cancel your subscription at any time through your Account settings or by contacting us. Cancellation will be effective at the end of the then-current billing period, and you will not receive a refund for any prepaid Fees.

10.4 Suspension and Termination by Prana AI

We may suspend your access to the Services immediately, or terminate your Account, if we believe you have violated these Terms, failed to pay Fees when due, or engaged in fraudulent, harmful, or illegal activity. We will provide notice of suspension and an opportunity to cure where reasonably practicable, except where immediate suspension is necessary to protect the Services, our other customers, or third parties.

10.5 Effect of Termination

Upon termination or expiration, your right to access and use the Services, any and all licenses granted by Prana AI hereunder, will immediately terminate, and any amounts owed to us as of the termination date will become immediately due and payable.

10.6 Survival

Sections that by their nature should survive termination will survive, including Sections 1, 4, 5.1-5.3, 5.5-5.9, 6-9, 10.5, 10.6, 11-17, all associated definitions and all accrued rights to payment.

11. Privacy and Data Protection

In addition to any other provisions of this Agreement, each party agrees to abide by all applicable laws and regulations in connection with providing and using the Services, including, without limitation, all Applicable Data Protection Laws. We collect, use, and disclose Personal Data in accordance with our Privacy Policy, which is incorporated into these Terms by reference and available at https://www.pranadoc.com/privacy.

12. Security

12.1 Our Security Measures

We implement reasonable administrative, technical, and physical safeguards designed to protect the Services and Customer Data from unauthorized access, use, disclosure, alteration, or destruction. Despite our efforts, no security system is impenetrable, and we cannot guarantee the absolute security of Customer Data or the Services. You acknowledge and accept the inherent security risks of internet transmission and electronic storage.

12.2 Your Security Responsibilities

You are responsible for implementing and maintaining appropriate security measures for your Account, including using strong passwords, enabling multi-factor authentication where available, restricting access to Authorized Users, and promptly notifying us of any known or suspected security incidents or unauthorized access.

12.3 Incident Response

In the event of a data breach or security incident affecting Customer Data, we will notify you and cooperate with you in accordance with our incident response procedures and applicable law.

13. Modifications to the Services

We may modify, update, enhance, or discontinue any aspect of the Services at any time, including features, functionality, integrations, or availability, with or without notice. We will use reasonable efforts to notify you in advance of material changes that adversely affect your use of the Services, but we are not liable for any such changes or for any inability to access or use the Services resulting from modifications, maintenance, or downtime.

14. Export Regulations

The Services are subject to U.S. export controls, including the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Customer shall not transfer, export or re-export, directly or indirectly, the Services in violation of any export law or regulation. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States or European Union sanctions, and that you are not identified on any government list of prohibited or restricted parties, including the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List or the EU Consolidated List.

15. Certain Geography-Specific Terms

15.1 California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

15.2 Illinois and Nevada Residents

15.3 General Telehealth Regulations; Availability

Prana AI may be subject to telehealth or telemedicine regulations that differ by jurisdiction. You acknowledge that Prana AI's ability to provide the Services may be limited by the laws or regulations of your jurisdiction. You agree that it is your responsibility to ensure that your use of the Services complies with all applicable laws in your jurisdiction.

Prana AI makes no representation that the Service is appropriate or available for use in locations outside the United States or in all states within the United States. The Services are primarily designed and intended for use by individuals located in the United States. Despite the foregoing, Prana AI does not guarantee that the Services can be accessed and used on any particular device or with any particular service plan, or that the Services will be available in any particular geographic location.

While access to the Services may be available outside the United States, Prana AI makes no representations or warranties that the Service is appropriate or available for use in other jurisdictions. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with all local laws, regulations, and healthcare standards in your jurisdiction. Prana AI cannot guarantee that use of the Service complies with healthcare regulations, data protection laws, or telemedicine requirements outside of the United States.

If you access the Services from outside the United States, you acknowledge and accept full responsibility for determining whether your use of the Services is legal and appropriate in your jurisdiction. International users acknowledge and accept full responsibility for determining whether their use of the Services is legal and appropriate in their location.

16. General Provisions

16.1 Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in courts located in the city and county of San Francisco, CA USA.

16.2 Waiver

The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions.

16.3 Notices

All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, or sent by email if receipt is electronically confirmed.

16.4 Invalidity and Severability

If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

16.5 Assignment; Sublicensing; Successors

Customer shall not assign, transfer or sublicense this Agreement or any of its rights or obligations hereunder without the prior written consent of Prana AI, which consent shall not be unreasonably withheld in the case of the merger, acquisition or sale of all or substantially all of the assets of Customer. Subject to the foregoing, This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties hereto.

16.6 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failures of internet or telecommunications infrastructure, provided that the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

16.7 Independent Contractors

The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

16.8 Amendments

Except as otherwise expressly provided for in this Agreement, this Agreement may be modified, replaced or rescinded only in writing, and signed by a duly authorized representative of each party.

16.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not confer any rights on any third party, except that our affiliates, officers, directors, employees, and agents are intended third-party beneficiaries of the limitations of liability and disclaimers.

16.10 Attorneys' Fees

If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

16.11 Notices

All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by confirmed email, or three business days after being sent by certified or registered mail to the addresses set forth in your Account or, for notices to Prana AI, at 2261 Market Street STE 97240, San Francisco, CA 94114 USA. We may also provide notices to you via the Services or the email address associated with your Account.

16.12 Entire Agreement

This Agreement constitutes the complete and exclusive understanding of the parties, and supersedes all prior and contemporaneous sales proposals, negotiations and agreements, including terms and conditions included as part of any purchase order, and all other representations or communications, whether oral or written, with respect to the subject matter hereof. The parties agree that any additional or different terms and conditions are expressly rejected and shall not be considered an amendment to this Agreement.

17. Arbitration and Class Action Waiver

17.2 Informal Process First

You and Prana AI agree that in the event of any dispute between you and Prana AI, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and Prana AI agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

17.3 Arbitration Agreement and Class Action Waiver

After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to Prana AI's services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Prana AI agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this Section, and as of the date of these Terms). Because your contract with Prana AI, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis—class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Prana AI are each waiving the right to trial by jury or to participate in a class action or class arbitration.

17.4 Exceptions

Despite the foregoing, you and Prana AI agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); and (iii) intellectual property disputes.

17.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Prana AI will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse Prana AI for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Prana AI before the arbitrator was appointed, Prana AI will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

17.6 Opt-Out

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to Prana AI Arbitration Opt-out, 2261 Market Street STE 97240, San Francisco, CA 94114 USA. The notice must be sent to Prana AI within thirty days of your first registering to use the Services or agreeing to these Terms; otherwise, you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, Prana AI also will not be bound by them.

17.7 Waiver of Right to Bring Class Action and Representative Claims

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