Second Nature Service Terms and Conditions (for Organizational Users) 

THESE SECOND NATURE SERVICE TERMS AND CONDITIONS (FOR ORGANIZATIONAL USERS) (“TERMS”) SHALL APPLY SOLELY TO THE EXTENT THAT YOU ARE ACCESSING OR USING THE SERVICES PURSUANT TO THE AGREEMENT EXECUTED BY AND BETWEEN SECOND NATURE AI INC., (“SECOND NATURE”, “US”, “WE” OR “OUR”) AND YOUR ORGANIZATION (“AGREEMENT“). PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE SECOND NATURE SERVICE. 

By selecting the box “I agree” or otherwise accessing and using the Second Nature Service (as defined below), as an employee or authorized user of your organization (“you” or “your”), you acknowledge that your use of the Service is subject to these Terms and you have read and understood and agree to comply with these  Terms. You represent and warrant that you are at least 18 years old. If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. 

1. Description of the Service. The Second Nature AI-based platform, which trains teams and individuals to improve their performance (“Service”) is made available to you on a software-as-a-service (SaaS) basis through a web portal on our website (“Site”) and includes: (i) the software that you access via the Site; (ii) the products, services, and features made available or provided to you by Second Nature in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service. 

1. Subscription to the Service. Subject to the compliance of your organization with the terms of the Agreement, as well as your compliance with these Terms, Second Nature hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for your organization’s internal purposes only.   

1. Restrictions on Use. You must not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Second Nature’s sole discretion) an unreasonable or disproportionately large load on the Second Nature infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Second Nature’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Second Nature’s own without Second Nature’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of these Terms. 

1. Account and Security. In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep the Account and login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account and (vi) to promptly notify your organization in writing if you become aware of any unauthorized access or use of your Account or the Service. You may cancel your Account at any time by sending a cancellation request to us at [email protected], in which case we will use commercially reasonable efforts to respond within a reasonable time. 

1. Data Processing Agreement. To the extent that your organization needs a data processing agreement, your organization shall request us to provide our Data Processing Agreement (“DPA”) and shall return such DPA signed to us.  

1. Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (“Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. The obligation of confidentiality shall not apply to information which is: (i) publicly available through no action or inaction of the receiving party; (ii) is known by the receiving party at the time of disclosure as evidenced in writing; (iii) is rightfully obtained from a third party who has the right to disclose it on a non-confidential basis; or (iv) independently developed by the receiving party without reliance on the confidential information of the disclosing party. A party may also disclose Confidential Information of the other party to the extent such information is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and an opportunity, at the objecting party’s expense, to take legal steps to resist or narrow such request). The parties’ obligations with respect to Confidential Information shall expire 5 years from the date of termination or expiration of these Terms, unless a longer period of protection applies under applicable law, either as trade secret information or otherwise. Without derogating from any other remedies available under applicable law or agreement, either party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the obligations set forth in this Section. Upon the expiration or termination of these Terms, the receiving party must cease all use of Confidential Information received hereunder and return or destroy all such Confidential Information, as directed by the disclosing party, including all copies thereof (irrespective of whether such copies were furnished by the disclosing party or were prepared by the receiving party), and, if destroyed, furnish the disclosing party with written certification of destruction. 

1. Proprietary Rights. All rights, title and interest,   in and to the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Second Nature’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary of Second Nature (or its third party licensors). “Second Nature”, the Second Nature Logo, and other marks are Marks of Second Nature or its affiliates. If you contact us with any suggestions or feedback data regarding the Service, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions, such feedback shall be deemed to be our sole property and you hereby irrevocably transfers and assigns to us all intellectual property rights in such feedback and waives any and all moral rights that you may have in respect thereto. 

1. Term. These Terms shall become effective as of the effective date of the Agreement and shall remain in full force and effect for the duration of the Agreement. Your access to the Service may be suspended or terminated at any time in accordance with the terms of the Agreement, including, without limitation, in the event of any breach of these Terms by you.  

1. Effect of Termination. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your organization behalf. It is your responsibility to download your organization data prior to canceling your Account or any termination of these Terms. Notwithstanding the foregoing, for a period of 30 days from the effective date of termination of these Terms we will provide you, upon your written request, with a reasonable opportunity to download your organization data at a time nominated by us. We reserve the right to permanently delete from our (or our third party service provider’s) servers any data that may be contained in your Account at any time following said 30 day period. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 3, 6, 7, 9, 11-12, 16 and 17 shall survive termination of these Terms. 

1. Warranty Disclaimer. The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. Your organization assume all responsibility for the selection of the Service to achieve their intended results. SECOND NATURE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECOND NATURE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. SECOND NATURE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR AND YOUR ORGANIZATION USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR ORGANIZATION DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR AND YOUR ORGANIZATION SOLE DISCRETION AND RISK, AND SECOND NATURE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU OR YOUR ORGANIZATION IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. YOU ACKNOWLEDGE AND AWARE THAT THE FEATURE ENABLING YOU TO CREATE AN AI PERSONAS DOES NOT REFLECT THE OPINIONS OR VIEWS OF ANY “REAL-LIFE” PERSONA IT MAY RESEMBLE AND WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY CONSEQUENCES ARISING FROM THE USE OF SUCH FEATURE. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE UTILIZES AN AI TECHNOLOGY THAT MAY PRODUCE INACCURACIES OR ERRORS IN THE SERVICE, FEATURES AND/OR THE GENERATED INFORMATION AND RESULTS, INCLUDING MODEL ERRORS AND/OR WORDING ERRORS, AND WE ARE NOT RESPONSIBLE AND WILL NOT BE HELD LIABLE FOR ANY ERRORS OR INACCURACIES, INCLUDING BUT NOT LIMITED TO ANY OFFENSIVE LANGUAGE THAT MAY APPEAR WHILE YOU USE THE SERVICE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply. 

1. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SECOND NATURE SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SECOND NATURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SECOND NATURE FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOUR ORGANIZATION FOR THE SERVICE DURING THE 6 MONTHS PRIOR TO BRINGING THE CLAIM. 

1. Indemnification. You agree to defend, indemnify and hold harmless Second Nature and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service; and/or (ii) your breach of these Terms. 

1. Access and Disclosure. We reserve the right to access, store, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your organization support requests; and/or (v) protect the rights, property or safety of Second Nature, its users or the public. 

1. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Second Nature without restriction. 

1. Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes. 

1. Governing Law and Disputes 

• These Terms shall be governed by the laws of the State of New-York, without reference to its conflict of laws rules. 

• The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in New-York, New-York, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Second Nature reserves the right to seek injunctive relief in any court of competent jurisdiction. 

1. Miscellaneous. These Terms represent the complete agreement concerning the Service between you and Second Nature and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and the Agreement, the Agreement  shall prevail. Except as expressly provided in the Agreement, we will not be bound by, and specifically object to, any provision that is different from or in addition to the provisions of these Terms. Section headings are provided for convenience only and have no substantive effect on construction. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. 

Last updated: May 22, 2025