1. Agreement to these Terms

These Terms of Service (“Terms”) are a binding agreement between New Resilience, Inc., a Delaware corporation (“New Resilience,” “we,” “us,” or “our”), and the organization or person that accesses or uses the Services (“Customer,” “you,” or “your”).

By accessing or using the Services, signing an Order Form that references these Terms, or clicking to accept, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

If you do not agree, do not use the Services. If a separate written agreement (such as a Master Services Agreement or Order Form) is signed between you and New Resilience, that agreement governs to the extent it conflicts with these Terms.

2. Definitions

• “Services” — our websites (including www.newresilience.ai), the New Resilience web application (app.newresilience.ai), our iOS and Android applications, our API (api.newresilience.ai), and related products and services, including GEO and other professional services.

• “Authorized User” — an individual you permit to access the Services under your account (such as your staff).

• “Customer Data” — data you or your Authorized Users submit to, upload to, generate in, or capture through the Services, including contacts, inquiries, notes, messages, call recordings, and transcripts.

• “PHI” — protected health information as defined under HIPAA.

• “Order Form” — an ordering document or online purchase flow describing the subscription, fees, and term.

• “BAA” — the Business Associate Agreement between you and New Resilience.

3. The Services; accounts; eligibility

• Eligibility. The Services are for business use by organizations and their staff in the United States. You and your Authorized Users must be at least 18 years old. The Services are not consumer products and are not intended for individuals to manage their own care.

• Accounts. You are responsible for configuring your account, managing Authorized Users, and keeping credentials confidential. You are responsible for all activity under your account and Authorized Users’ accounts. Notify us promptly at support@newresilience.ai of any unauthorized use.

• Provisioning and changes. We may update, improve, or modify the Services over time. We will not materially reduce the core functionality of a paid subscription during your then-current term without notice.

4. Your responsibilities and compliance

You are responsible for your and your Authorized Users’ use of the Services and for compliance with all laws that apply to you, including the following.

4.1 HIPAA and health data

• You represent that you have the authority, and have obtained all consents, authorizations, and notices, necessary for the Customer Data you provide and the processing you direct.

• Where you provide PHI, you and New Resilience will enter into a BAA, which governs PHI. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls.

• You will submit PHI only through fields and features intended for it, and you will configure access controls appropriately for your organization.

4.2 Call recording and transcription

The Services can record, transcribe, and store calls and other communications. You are solely responsible for providing all notices and obtaining all consents required to record, transcribe, monitor, and store those communications, including under federal and state wiretapping and two-party / all-party consent laws. You will not use these features where prohibited.

4.3 Outreach: SMS, email, and calling

When you use the Services to contact your own clients, prospects, or referral sources, you are responsible for obtaining and documenting the legally required consents, honoring opt-outs and do-not-contact requests, and complying with applicable laws — including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state telemarketing and messaging laws, and carrier and messaging-platform requirements. You will not use the Services to send unlawful, deceptive, or unsolicited messages.

4.4 Healthcare marketing and GEO services

If you use our GEO or other marketing/professional services, you are responsible for ensuring that your content, claims, and campaigns comply with applicable healthcare advertising and marketing laws and platform requirements (including, where applicable, anti-kickback and patient-brokering laws, FTC truth-in-advertising rules, and third-party certification requirements such as platform advertising certifications for addiction-treatment providers). You are responsible for the accuracy and lawfulness of content you provide or approve.

4.5 Acceptable use

You will not, and will not permit anyone to: (a) use the Services in violation of law or third-party rights; (b) upload malicious code or attempt to gain unauthorized access to or disrupt the Services; (c) reverse engineer, scrape, or copy the Services except as permitted by law; (d) resell or provide the Services to third parties except as expressly permitted; (e) use the Services to build a competing product; or (f) exceed usage limits or circumvent technical or security controls.

5. Customer Data and license

• Ownership. As between the parties, you own Customer Data. We claim no ownership of it.

• License to us. You grant New Resilience a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely to provide and support the Services, consistent with these Terms, the BAA, and our Privacy Policy.

• Aggregated/de-identified data. We may create and use aggregated or de-identified data (which cannot reasonably identify you or any individual) to operate, secure, and improve the Services. We do not use Customer Data or PHI to train third-party AI models.

• Your responsibility for Customer Data. You are responsible for the accuracy, quality, legality, and your rights to use Customer Data, and for backing up data you need to retain outside the Services.

6. Third-party and connected services

The Services may interoperate with third-party services you choose to connect (for example, Google/Gmail and Microsoft/Outlook accounts, telephony and SMS providers, and payment processors). Your use of those services is governed by their own terms and privacy policies, and your connection of them authorizes the related data access described in our Privacy Policy. We are not responsible for third-party services, and they may change or discontinue interoperability.

7. Artificial intelligence features

The Services include AI-assisted features. AI outputs are assistive only, may be inaccurate or incomplete, and do not constitute medical, legal, or professional advice. You are responsible for reviewing AI outputs before relying on them, and you must not use the Services as a substitute for professional clinical judgment or for any decision required by law to be made by a qualified professional. As between the parties, you are responsible for your use of AI outputs.

8. No medical advice; no guaranteed outcomes

The Services are administrative, operational, and marketing tools. They do not provide medical advice, diagnosis, or treatment, and must not be relied upon for clinical decisions. For GEO and other marketing services, we provide services on a commercially reasonable, best-efforts basis and do not guarantee any specific search ranking, generative-engine visibility, traffic, leads, admissions, conversions, or other outcomes.

9. Fees and payment

• Fees. You will pay the fees stated in your Order Form or at the point of purchase. Unless stated otherwise, fees are in U.S. dollars, non-cancelable, and non-refundable.

• Billing and renewal. Subscriptions are billed and renew as described in the Order Form or purchase flow.

• Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income.

• Late payment. Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law, if lower), and we may suspend the Services for non-payment after notice.

10. Term, suspension, and termination

• Term. These Terms apply while you use the Services or for the term stated in your Order Form.

• Suspension. We may suspend access if you materially breach these Terms (including non-payment), or to address a security, legal, or integrity risk, generally with notice where practicable.

• Termination. Either party may terminate for material breach not cured within 30 days of written notice. You may stop using the Services at any time, subject to your Order Form.

• Effect of termination. On termination, your right to use the Services ends. We will make Customer Data available for export for 30 days after termination, after which we may delete it, except as required by the BAA or applicable law. Provisions that by their nature should survive will survive.

11. Confidentiality

Each party may access the other’s non-public information (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors who need it and are bound by confidentiality. This section does not apply to information that is public, independently developed, or rightfully obtained without confidentiality obligations, and does not limit the BAA’s terms for PHI.

12. Intellectual property; feedback

We and our licensors own all rights in the Services, including software, content, and trademarks. Except for the rights expressly granted here, no rights are granted to you. If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction.

13. Warranties and disclaimers

We warrant that we will provide the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. We do not warrant any particular results from the Services, including the GEO services.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, arising out of or related to these Terms or the Services, even if advised of the possibility. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S INDEMNIFICATION OBLIGATIONS, AND BREACHES OF CONFIDENTIALITY OR THE BAA, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15. Indemnification

You will defend, indemnify, and hold harmless New Resilience and its affiliates and personnel from third-party claims, damages, and costs (including reasonable attorneys’ fees) arising from: (a) Customer Data and your use of it; (b) your or your Authorized Users’ use of the Services in violation of these Terms or law (including recording-consent, TCPA, CAN-SPAM, healthcare-advertising, and patient-consent obligations); and (c) your breach of these Terms.

16. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to personal jurisdiction and venue there. Each party waives any right to a jury trial.

17. Changes to these Terms or the Services

We may update these Terms from time to time. For material changes, we will provide notice (for example, by email or in-product notice) before they take effect. Your continued use after the effective date of an update means you accept the revised Terms. We may also modify or discontinue features as described in Section 3.

18. General

• Notices. Legal notices to us go to support@newresilience.ai; notices to you go to your account’s administrative contact.

• Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets; we may assign to an affiliate or successor. Any other assignment is void.

• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

• Independent contractors. The parties are independent contractors; these Terms create no agency, partnership, or joint venture.

• No third-party beneficiaries. There are no third-party beneficiaries to these Terms.

• Severability; waiver. If a provision is unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver.

• Entire agreement. These Terms, together with the Privacy Policy, BAA, any Acceptable Use Policy, the EULA (for the mobile apps), and any Order Form, are the entire agreement between the parties on this subject.

19. Contact

New Resilience, Inc.

support@newresilience.ai