Terms of Service

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. BY DOWNLOADING, INSTALLING, OR USING NUGGET, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 16, WHICH AFFECT YOUR LEGAL RIGHTS. SECTION 16 ALSO INCLUDES A 30-DAY OPT-OUT RIGHT FROM ARBITRATION. 1. Definitions In these Terms of Service ("Terms"), the following definitions apply: • "Company," "we," "us," or "our" refers to Nugget Technologies Incorporated, a Delaware corporation, which owns and operates the Service. These Terms are an agreement between you and Nugget Technologies Incorporated. Nugget Technologies Incorporated has assumed all rights and obligations relating to the Service that were previously held by the individuals who developed it, and any prior version of these Terms that referred to such individuals or to a successor entity is deemed to refer to Nugget Technologies Incorporated. No individual founder, owner, officer, director, employee, contractor, or agent of the Company is a party to these Terms in an individual capacity. • "Nugget Parties" means the Company together with its parent, subsidiary, and affiliated entities, and each of their respective founders, owners, members, managers, officers, directors, employees, contractors, agents, representatives, suppliers, licensors, successors, and assigns. As provided in Section 17.10, the Nugget Parties are intended third-party beneficiaries of, and may directly enforce, the disclaimers, limitations of liability, releases, and indemnification provisions of these Terms. • "Service" or "Nugget" refers to the Nugget desktop application, including all associated server infrastructure, features, functionality, updates, and documentation. • "User," "you," or "your" refers to any individual who downloads, installs, or uses the Service. • "Content" means all data generated through or provided in connection with your use of the Service, including but not limited to audio data, transcripts, AI-generated outputs (such as coaching nudges, audits, summaries, email drafts, and guidance cards), session planning data, attached files, and session metadata. • "User-Created Content" means any coaching mode, rulebook, description, configuration, or other material that you author, compile, or publish through the Service, including Custom Modes and any content shared with other users via the Service's sharing features. • "Third-Party Services" means external services that the Service integrates with or relies upon for functionality, including but not limited to transcription providers and AI model providers. • "Recording Laws" means all applicable federal, state, local, and international laws governing the recording, interception, monitoring, or surveillance of conversations. • "Custom Mode" means a user-authored coaching mode created through the Service's mode editor, including the mode description, compiled rulebook, individual rules, and any associated configuration. 2. Acceptance of Terms By downloading, installing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (incorporated herein by reference). If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. We reserve the right to modify these Terms at any time. We will use commercially reasonable efforts to notify you of material changes through the Service or other available means. Your continued use of the Service after any such modification constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service. 3. Description of Service Nugget is an AI-powered coaching and analysis tool designed to assist users during and after calls. The Service includes built-in coaching modes (such as Discovery, Sales, and Fundraising) as well as the ability for users to create, customize, and share their own coaching modes. The Service may include features such as audio capture and transcription, AI-generated coaching prompts and analysis, post-call summaries and audits, session planning tools, custom mode creation and sharing, and other functionality as developed from time to time. 3.1 AI Output Disclaimer. The Service uses artificial intelligence to generate content including coaching nudges, audits, summaries, and other outputs. AI-generated content — whether produced by built-in modes or Custom Modes — may contain errors, inaccuracies, or omissions. All AI outputs are suggestions only and do not constitute professional, legal, financial, medical, investment, securities, or other advice of any kind. You are solely responsible for evaluating the accuracy, completeness, and suitability of any AI-generated content before relying on it or sharing it with others. This disclaimer applies with equal force to outputs generated by Custom Modes, which are authored by users and not reviewed, verified, or endorsed by us. 3.2 Accounts and Activation. The Service may require activation via an email address and invite code. Upon activation, an authentication token is issued and stored locally on your device. This token is used to authenticate your installation with our server infrastructure. Email addresses provided during activation are used solely to issue activation tokens, communicate Service-related information, prevent abuse, and otherwise as described in our Privacy Policy. We do not sell or rent email addresses to third parties. You are responsible for maintaining the security of your activation credentials and device. We may revoke or suspend activation tokens at any time, with or without cause. 3.3 Not a Broker-Dealer or Adviser. We are not a broker-dealer, investment adviser, finder, placement agent, or any other type of regulated financial intermediary. The Service does not participate in, facilitate, or solicit any offer or sale of securities. Any features relating to fundraising, investor communications, or capital-raising activities are coaching tools intended to assist the user's own preparation and communication; they are not investment advice and do not constitute the offer or sale of securities. You are solely responsible for compliance with all applicable securities laws and regulations, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, Regulation D (including Rules 506(b) and 506(c)), state Blue Sky laws, and any applicable foreign securities laws. 3.4 Beta and Pre-Commercial Nature. The Service is provided on a pre-commercial, invitation-only, beta basis. It is under active development, is offered for evaluation and testing, and may be incomplete, may change materially or be discontinued at any time, and may contain errors, defects, or interruptions. We provide no service-level commitment, uptime guarantee, or assurance of continued availability, support, maintenance, data retention, or backward compatibility. Features, modes, and functionality may be added, modified, suspended, or removed at any time without notice. Access is granted by invitation and may be limited, conditioned, or revoked at any time, with or without cause. Your use of the Service during this period is at your own risk, and the disclaimers and limitations in Sections 12 and 13 apply with particular force. 4. Recording Compliance and User Responsibilities THIS IS A CRITICAL SECTION. PLEASE READ IT CAREFULLY. 4.1 Your Legal Obligation. The Service captures audio from your device, which may include audio from both sides of a conversation. Many jurisdictions require the consent of one or all parties to a conversation before it may be recorded. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE for determining and complying with all applicable Recording Laws in your jurisdiction and the jurisdiction of every other party to any recorded conversation. This includes, without limitation: • Determining whether applicable law requires one-party or all-party consent to recording • Obtaining all required consents from all parties before initiating any recording • Complying with any notification, disclosure, or documentation requirements under applicable law • Understanding that cross-jurisdictional communications may be subject to the most restrictive applicable Recording Law 4.2 No Legal Advice. We do not provide legal advice regarding Recording Laws or any other legal matter. Nothing in these Terms or in the Service constitutes legal counsel. We strongly recommend that you consult with a qualified attorney in your jurisdiction before using the Service to record any conversation. 4.3 Prohibited Uses. You shall not use the Service to record any conversation where recording is prohibited by law, regulation, court order, or contractual obligation. You shall not use the Service for any unlawful purpose, including but not limited to harassment, intimidation, or any form of illegal surveillance. 4.4 Recording Warranty. By using the Service to record any conversation, you represent and warrant that you have obtained all consents and authorizations required under all applicable Recording Laws and that your use of the recording complies with all applicable laws, regulations, and contractual obligations. 4.5 Coaching Context Disclaimer. The Service provides coaching across multiple contexts, including but not limited to customer discovery, sales, fundraising, and any context defined by a Custom Mode. The coaching provided is general in nature and is not tailored to your specific legal, regulatory, or professional obligations. In particular, coaching provided during fundraising or investor conversations does not constitute investment advice, securities advice, or guidance on compliance with securities laws. You are solely responsible for ensuring that your conduct during any recorded conversation complies with all applicable laws and professional standards, including securities laws, anti-fraud rules, and any restrictions on general solicitation. 4.6 Visibility and Screen-Capture Features Are Not a Substitute for Consent. The Service operates without joining a call as a visible participant and excludes its own coaching overlay from screen capture. These features exist to keep your private coaching information from being displayed to other parties or captured in screen shares; they are not provided to enable you to record any person without that person's knowledge or consent where such knowledge or consent is required. You agree that you will not rely on any feature of the Service to avoid, defeat, or circumvent any disclosure, notification, or consent obligation under applicable Recording Laws, and that your obligations under this Section 4 apply in full regardless of whether the Service is operating in a non-participant or screen-capture-excluded manner. The Service makes available an in-product consent and disclosure script; your use of, or failure to use, that script does not transfer any of your responsibilities under this Section to us. 4.7 Other Parties to Your Conversations. Conversations you record may include the voices and personal information of individuals who are not users of the Service and who are not parties to these Terms ("Recorded Persons"). As between you and us, you alone determine the purposes and means of recording, transcribing, and processing each conversation, and you are responsible for the lawful basis, notices, consents, and any data-subject or privacy rights of Recorded Persons. Because transcripts, audio, and related session data are stored on your device and are not retained on our servers, requests by a Recorded Person to access, correct, or delete that data must be directed to and handled by you; we are generally not able to locate, access, or act on such data. You will respond to any such request as required by applicable law and will indemnify the Nugget Parties for claims by Recorded Persons arising from your recording or use of their information, as provided in Section 14. 5. Custom Modes and User-Created Content 5.1 Custom Mode Creation. The Service allows you to create Custom Modes by providing descriptions, reference materials, and configurations that are compiled into structured coaching rules by AI. You understand and agree that: • Custom Modes are authored by you, not by us. We do not review, approve, verify, endorse, or guarantee the accuracy, safety, legality, or appropriateness of any Custom Mode or its outputs. • The AI compilation process transforms your inputs into structured rules. The resulting rulebook may not perfectly reflect your intent. You are responsible for reviewing and editing the compiled rules before use. • Custom Mode outputs are subject to the same AI limitations described in Section 3.1. The quality, accuracy, and appropriateness of coaching generated by a Custom Mode depends entirely on the quality of the rules you define. • You are solely responsible for any decisions you make, or actions you take, based on outputs generated by your Custom Modes. 5.2 Reference URL Ingestion. The Service allows you to provide URLs to external content (blogs, methodology pages, frameworks) during Custom Mode creation. This content is fetched and summarized by AI to inform the mode compilation. You represent and warrant that you have the right to use any content you direct the Service to ingest, and that such use does not infringe any third-party intellectual property, privacy, or other rights. We are not responsible for the accuracy, availability, or legality of any third-party content accessed via URLs you provide. 5.3 Sharing Custom Modes. The Service allows you to share Custom Modes with other users via share links. When you share a Custom Mode: • You grant other users a non-exclusive, revocable license to use your Custom Mode for their own coaching sessions through the Service. • Subscribers receive live updates when you edit the shared mode. Subscribers may also detach (fork) from your mode to create an independent editable copy. • You are solely responsible for the content of any Custom Mode you share. Shared modes must not contain content that is defamatory, obscene, harassing, discriminatory, or that violates any applicable law or third-party right. • We may remove or disable access to any shared Custom Mode at any time, with or without notice, if we determine in our sole discretion that it violates these Terms or poses a risk to users or third parties. • The share preview endpoint exposes headline metadata (mode name, emoji, one-liner) but not full rule bodies or your description. Your identity is not exposed to subscribers unless you choose to include identifying information in the mode content itself. • The Service may include automated checks that warn before sharing modes containing potentially sensitive content. These checks are a convenience only; we make no warranty as to their completeness or accuracy, and you remain solely responsible for the content you share. 5.4 Using Others' Custom Modes. If you subscribe to a Custom Mode created by another user, you acknowledge that: • The mode was created by another user, not by us. We do not review, approve, or endorse any user-shared Custom Mode. • The mode's coaching outputs are subject to the same AI limitations and disclaimers as all other Service outputs. You are solely responsible for evaluating and acting on those outputs. • The author may update the mode at any time, which may change the coaching behavior. You may detach from a shared mode at any time to create a frozen, independent copy. • Your license to use a shared Custom Mode terminates automatically when (a) the author's access to the Service is terminated, (b) the author deletes or unshares the mode, or (c) we remove or disable access to the mode under Section 5.3. Upon such termination, you may continue to use any independent forked copy you previously detached, subject to these Terms. 5.5 Safety Boundaries. All Custom Modes — regardless of user-authored rules — are wrapped in non-negotiable safety and quality constraints enforced by the Service's runtime. These include a skeptical coaching stance, counter-interpretation guards, false-positive suppression, and output formatting rules. These safety boundaries cannot be disabled or overridden by Custom Mode authors. Notwithstanding these safety measures, we make no warranty that Custom Mode outputs will be accurate, appropriate, or free from error. 6. Copyright and DMCA Policy 6.1 Respect for Intellectual Property. We respect the intellectual property rights of others and expect users to do the same. You may not use the Service, including the Custom Mode creation, URL ingestion, or sharing features, to infringe any third party's copyright or other intellectual property rights. 6.2 DMCA Notification. If you believe that material accessible on or through the Service infringes your copyright, you may submit a notice of claimed infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA"). Your notice must include: • A physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf; • Identification of the copyrighted work claimed to have been infringed; • Identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it (such as a share link or Custom Mode identifier); • Your contact information, including address, telephone number, and email address; • A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and • A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner. DMCA notices may be sent to our designated copyright agent: Copyright Agent, Nugget Technologies Incorporated, 2810 N Church St STE 88415, Wilmington, DE 19802; email: dmca@nugget.rocks (or such other agent or address as we designate from time to time and register with the U.S. Copyright Office). 6.3 Counter-Notification. If you believe that material you posted was removed or disabled as a result of mistake or misidentification, you may submit a counter-notification containing the elements required by 17 U.S.C. § 512(g). We may forward your counter-notification to the original complainant. 6.4 Repeat Infringers. We will terminate, in appropriate circumstances, the access of users who are determined to be repeat infringers. We may also limit access to the Service or terminate access for any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement. 7. Data Flow and Third-Party Services 7.1 How Your Data Moves. The Service uses a combination of local processing, our server infrastructure, and Third-Party Services. Understanding how your data moves is important: • Audio Data: Audio captured from your device is streamed directly from your device to the transcription provider. Audio does not transit through our servers. Audio is not persistently stored as audio files by the Service. • AI Processing: Requests to AI model providers — which contain transcript excerpts and session context — are relayed through our server infrastructure to the AI provider. Our server routes these requests but is not designed to log, store, or retain the content of these requests. We do not use the content of these requests to train any model we own or control. We use AI model providers that we have configured or contracted to operate under terms that do not permit training on, or retention of, request content beyond what is necessary to return a response; however, these providers are independent third parties whose data practices we do not control, as further described in Section 7.3. • Custom Mode Data: Custom Mode definitions (descriptions, compiled rules, configurations) are stored on our server infrastructure to enable sharing, synchronization, and compilation. Custom Mode data associated with your sessions (coaching outputs, audit results) is stored locally on your device. • Session Data: Transcripts, audits, nudges, and other session data are stored locally on your device. • Usage Metrics: If you have not opted out, anonymous usage metrics (which do not include transcript content, nudge text, or audit content) are sent to our server. See Section 8 for details. 7.2 Third-Party Service Access. We currently manage credentials for Third-Party Services on your behalf. Your session data is transmitted through our server infrastructure to the applicable provider for processing. The specific access model may change over time — for example, we may offer or require you to provide your own credentials for certain services in the future. Any material changes to how credentials are handled will be reflected in updated Terms. 7.3 Third-Party Service Terms. Your use of Third-Party Services is subject to those providers' own terms of service, privacy policies, and usage policies. We are not responsible for the acts or omissions of Third-Party Service providers, including but not limited to their data handling practices, service availability, pricing changes, or terms modifications. We do not control and make no representations or warranties regarding Third-Party Services. 8. Data Handling and Privacy 8.1 Data Storage. Session data — including transcripts, audits, nudges, guidance cards, and session metadata — is currently stored on your device. Custom Mode definitions are stored on our server to enable sharing and synchronization. Our server infrastructure also relays AI requests and collects anonymous usage metrics as described in this Section. Our data architecture may evolve over time. 8.2 Security. We implement commercially reasonable security measures appropriate to the nature of the data being handled. The Service uses encryption for data in transit and employs operating system security features for credential storage. The coaching overlay is excluded from screen capture via operating-system-level APIs to prevent your coaching data from being visible in screen shares. 8.3 Usage Metrics and Telemetry. The Service collects anonymous usage metrics to help us understand how the Service is used and to improve it. Metrics are enabled by default. On first use, you will be presented with a disclosure about what is collected. You may opt out of metrics collection by contacting us at howdy@nugget.rocks or through any opt-out mechanism provided in the Service. Usage metrics do not include transcript content, nudge text, audit content, or any substantive session data. Metrics are associated with a persistent anonymous installation identifier. 8.4 De-Identified Data. We may create de-identified, aggregated, or anonymized data ("De-Identified Data") from information that we actually receive and hold, which today consists of anonymous usage metrics, error and diagnostic data, and Custom Mode definitions, and does not include the content of your transcripts, audio, or AI requests, none of which is retained on our servers as described in Sections 7 and 8.1. If and to the extent we later receive or retain additional categories of your Content on our servers, this Section will also apply to De-Identified Data derived from that Content, but only from the point at which we begin to receive and retain it; nothing in this Section grants us rights in Content that remains solely on your device or that merely transits our infrastructure without being retained. De-Identified Data will not, and will not be designed to, identify you or any individual participant in your recordings. We may use, disclose, license, sell, or otherwise commercialize De-Identified Data for any lawful purpose without restriction. This right is perpetual and survives termination of these Terms. You may opt out of the creation of De-Identified Data derived from your Content by contacting us at howdy@nugget.rocks, subject to any technical limitations. 8.5 Privacy Policy. Our collection, use, and disclosure of information is further described in our Privacy Policy, which is incorporated into these Terms by reference. 9. Acceptable Use You agree not to: • Use the Service in violation of any applicable law, regulation, or these Terms • Use the Service to record conversations without required legal consent • Use the Service to intercept or record any communication surreptitiously, covertly, or without the knowledge or consent of any party where the knowledge or consent of that party is required by applicable law • Create, share, or distribute Custom Modes that contain defamatory, obscene, harassing, discriminatory, or illegal content, or that are designed to provide legal, medical, financial, investment, or securities advice • Use Custom Modes or the Service to provide professional advice in any regulated field without appropriate professional qualifications and disclosures • Attempt to circumvent, disable, or interfere with the safety boundaries applied to Custom Mode outputs • Use the URL ingestion feature to access content you do not have the right to use, or to infringe any third-party intellectual property rights • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law that cannot be waived by contract • Modify, adapt, translate, or create derivative works based on the Service • Sell, resell, license, sublicense, distribute, rent, lease, or lend the Service or any access thereto, except for sharing Custom Modes through the Service's built-in sharing features • Use the Service to develop a directly competing product or service • Use the Service to transmit any malicious code, virus, or harmful content • Interfere with or disrupt the integrity or performance of the Service or our server infrastructure • Attempt to gain unauthorized access to any systems or networks connected to the Service • Use the Service to store, process, or transmit content that infringes any third-party rights 10. Intellectual Property 10.1 Our IP. The Service, including all software, documentation, designs, algorithms, prompts, built-in coaching modes, methodologies, and related intellectual property, is and remains our exclusive property and/or the property of our licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes during the term of your access. 10.2 Your Content. You retain all rights in and to your Content. By using the Service, you grant us a non-exclusive, royalty-free, worldwide license to access, process, and transmit your Content solely as necessary to (a) operate, maintain, and support the Service (including relaying data through our server infrastructure to Third-Party Services), (b) create De-Identified Data as described in Section 8.4, and (c) comply with applicable law. We will not use the content of your transcripts, audio, or AI request bodies to train any model we own or control, and we will not use such content to develop new products or services other than through the De-Identified Data process described in Section 8.4. 10.3 User-Created Content and Custom Modes. You retain ownership of Custom Modes you create. By sharing a Custom Mode through the Service, you grant (a) us a non-exclusive, royalty-free, worldwide license to host, store, transmit, display, and make available the Custom Mode through the Service, and (b) subscribing users a non-exclusive, revocable license to use the Custom Mode for their own coaching sessions, including the right to fork (detach) into an independent copy. We may remove or disable access to shared Custom Modes at any time for any reason. 10.4 Feedback. If you provide us with feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, modify, and incorporate such Feedback into our products and services without obligation to you. 11. Fees and Payment 11.1 Current Access. The Service is currently provided without charge. We may introduce paid plans, subscription fees, or usage-based pricing in the future. Use of any paid features or plans requires your affirmative acceptance of the applicable fees and payment terms at the time of purchase. 11.2 Third-Party Costs. If you provide your own credentials for any Third-Party Service, you are solely responsible for all charges incurred through your accounts with those providers. We have no visibility into, control over, or liability for charges billed to you by Third-Party Service providers. 11.3 No Warranty of Free Access. Current provision of the Service without charge does not create any obligation to continue providing the Service without charge, or to continue providing the Service at all. 12. Disclaimer of Warranties THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Without limiting the foregoing, we make no warranty that: • The Service will meet your requirements or expectations • The Service will be uninterrupted, timely, secure, or error-free • Any AI-generated content will be accurate, complete, reliable, or suitable for any purpose • Any Custom Mode — whether created by you, another user, or compiled by AI — will produce accurate, appropriate, or useful coaching outputs • The Service will be compatible with any particular hardware, software, or network configuration • Any defects in the Service will be corrected • The Service will successfully capture, transcribe, or process audio in all environments or conditions AI Limitations. You expressly acknowledge that AI systems are probabilistic and may produce outputs that are inaccurate, misleading, incomplete, or inappropriate. This applies to all Service features, including but not limited to built-in coaching modes, Custom Modes, mode compilation, URL content ingestion, and all post-call analysis. The Service's features are tools to assist your judgment, not replacements for it. 13. Limitation of Liability 13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE NUGGET PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE NUGGET PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000.00). THIS IS A SINGLE CAP ON THE TOTAL AGGREGATE LIABILITY OF ALL NUGGET PARTIES, ACROSS ALL CLAIMS AND ALL CLAIMANTS, AND NOT A PER-CLAIM, PER-PARTY, OR PER-PERSON AMOUNT. 13.3 BASIS OF THE BARGAIN. THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. 13.4 Specific Exclusions. Without limiting the generality of the foregoing, we shall have no liability whatsoever for: (a) any consequences arising from your failure to comply with Recording Laws; (b) the accuracy, completeness, or suitability of any AI-generated content, including content generated by Custom Modes; (c) any loss or corruption of data; (d) any actions, omissions, or practices of Third-Party Service providers; (e) any use of the Service provided without charge; (f) any harm arising from Custom Modes created by you or other users, including coaching outputs, shared modes, or mode configurations; (g) any decisions made or actions taken by you in reliance on the Service's coaching outputs during fundraising, investor, or other high-stakes conversations, including any consequences under securities laws; or (h) any third-party content accessed via URL ingestion features. 13.5 Release. To the maximum extent permitted by applicable law, you release the Nugget Parties from any and all claims, demands, damages, and liabilities of every kind arising out of or relating to (a) disputes between you and any other user, including disputes concerning Custom Modes created, shared, subscribed to, or forked through the Service, and (b) the conduct, content, or information of any Recorded Person or other third party. If you are a California resident, you expressly waive California Civil Code Section 1542, which provides that a general release does not extend to claims that the releasing party does not know or suspect to exist in its favor at the time of the release and that, if known, would have materially affected its settlement with the released party, and you waive any comparable provision of any other jurisdiction. 14. Indemnification 14.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless the Nugget Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: • Your use of the Service, including any recording made using the Service • Your failure to obtain required consents under applicable Recording Laws • Your violation of any applicable law, regulation, or third-party right, including without limitation any applicable securities laws • Your Content or your use of your Content • Custom Modes you create, share, or distribute, including any claims arising from the coaching outputs of your Custom Modes when used by you or other users • Any third-party content you direct the Service to ingest via URL • Your breach of any representation, warranty, or obligation under these Terms • Any claim by a third party arising from or related to your use of the Service 14.2 Procedure. We will make commercially reasonable efforts to notify you of any claim subject to indemnification; provided, however, that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure. You shall have sole control of the defense and settlement of any such claim, provided that you shall not settle any claim that imposes any obligation on us or admits any liability on our behalf without our prior written consent. 15. Term and Termination 15.1 Term. These Terms are effective as of the date you first use the Service and continue until terminated. 15.2 Termination by You. You may terminate your use of the Service at any time by uninstalling the application and ceasing all use. 15.3 Termination by Us. We may suspend, modify, limit, or terminate the Service or your ability to access it, in whole or in part, at any time, with or without cause, with or without notice, and without liability to you. This includes, without limitation, the right to discontinue the Service entirely, to revoke your activation token, or to cease relaying requests through our server infrastructure. 15.4 Effect on Custom Modes. Upon termination of your access, any Custom Modes you have shared may be made unavailable to subscribers, and subscribers' licenses to those modes will terminate as described in Section 5.4. We are under no obligation to maintain, host, or provide access to your Custom Modes after termination. 15.5 Survival. Upon termination: (a) your license to use the Service immediately ceases; (b) you shall uninstall and cease all use of the Service; (c) we have no obligation to maintain, provide access to, or return any data. Sections 4, 5, 6, 8.4, 10, 12, 13, 14, 16, and 17 survive termination. 16. Dispute Resolution and Arbitration PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU HAVE A 30-DAY RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 16.6. 16.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact us at howdy@nugget.rocks and attempt to resolve the dispute informally for at least thirty (30) days. 16.2 Binding Arbitration. If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator in San Francisco, California (or, at the election of the claimant, by videoconference). The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction. 16.3 Class Action Waiver. YOU AND WE EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join the claims of more than one person and may not preside over any form of a class, collective, or representative proceeding. If this class action waiver is found to be unenforceable or invalid as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) shall be severed from arbitration and brought in a court of competent jurisdiction identified in Section 17.1, while all other claims shall continue to be resolved in arbitration. This class action waiver is an essential part of the agreement to arbitrate, and if it is found wholly unenforceable, then the entire agreement to arbitrate in this Section 16 shall be void. 16.4 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information. 16.5 Small Claims. Either party may bring an individual action in small claims court for disputes within that court's jurisdictional limits. 16.6 Right to Opt Out of Arbitration. You may opt out of the binding arbitration and class action waiver provisions of Sections 16.2 and 16.3 by sending a written notice of your decision to opt out to howdy@nugget.rocks within thirty (30) days of first accepting these Terms (or, if these Terms are materially modified in a way that affects this Section 16, within thirty (30) days of accepting such modified Terms). Your notice must include your full name, the email address associated with your activation (if any), and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms. If you opt out, disputes will be resolved in the courts identified in Section 17.1. 16.7 Delegation. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Section 16, including any claim that all or any part of this Section is void or voidable. Notwithstanding the foregoing, the enforceability of the Class Action Waiver in Section 16.3 shall be decided by a court and not the arbitrator. 16.8 Coordinated and Mass Arbitrations. If twenty-five (25) or more similar demands for arbitration are asserted against the Company by or with the assistance of the same or coordinated counsel, or are otherwise coordinated, the demands shall be administered in sequential batches of up to fifty (50) at a time. The parties and the administrator shall first resolve one batch, and only after a batch is resolved shall the next batch proceed. A single arbitrator shall preside over each batch. This Section is intended to promote the efficient and fair resolution of mass filings; any applicable statute of limitations shall be tolled for demands in later batches while earlier batches are pending. If a court or arbitrator determines that this Section 16.8 is unenforceable as to a particular set of demands, those demands shall proceed in the courts identified in Section 17.1. 17. General Provisions 17.1 Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. For any dispute not subject to arbitration (including disputes by users who have opted out of arbitration under Section 16.6, claims for equitable relief under Section 16.4, and small claims under Section 16.5), the parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, except where applicable consumer protection law requires otherwise. 17.2 Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, understandings, or representations. 17.3 Severability. If any provision of these Terms is held to be unenforceable, that provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. 17.4 Waiver. No waiver of any provision of these Terms shall be effective unless in writing. No failure or delay in exercising any right shall constitute a waiver of that right. 17.5 Assignment. You may not assign or transfer these Terms, or any of your rights or obligations under these Terms, without our prior written consent, and any attempted assignment in violation of this Section is void. We may freely assign or transfer these Terms, in whole or in part, without restriction and without notice to you, including in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of our assets. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns. 17.6 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control. 17.7 Notices. We may provide notices to you through the Service or through any other commercially reasonable means. It is your responsibility to ensure any contact information you have provided is current. 17.8 Export Compliance. You shall not use, export, or re-export the Service in violation of any applicable export control laws or regulations. 17.9 Age Requirement. The Service is intended for users who are at least eighteen (18) years of age. By using the Service, you represent that you are at least 18 years old. 17.10 No Third-Party Beneficiaries. Except as expressly provided in this Section, these Terms do not create any third-party beneficiary rights. The Nugget Parties (other than the Company itself) are intended third-party beneficiaries of, and shall have the right to enforce directly and in their own names, the disclaimers in Section 12, the limitations and exclusions of liability in Section 13, the release in Section 13.5, and the indemnification obligations in Section 14, in each case as fully as if they were the Company. No consent of any Nugget Party is required to amend, modify, or terminate these Terms. 18. Contact Information If you have any questions about these Terms, please contact us at: howdy@nugget.rocks For DMCA notices, please contact: dmca@nugget.rocks The Service is operated by Nugget Technologies Incorporated, a Delaware corporation. Notices to the Company may be sent to: Nugget Technologies Incorporated, 2810 N Church St STE 88415, Wilmington, DE 19802, or howdy@nugget.rocks. The Company's registered agent for service of process in Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.