Terms and Conditions

Last Updated: January 6, 2025

PREAMBLE

WHEREAS, MyNINA, a corporation duly organized and existing under the laws of the State of Delaware, hereinafter referred to as “MyNINA,” “we,” “us,” or “our,” provides an artificial intelligence-powered telephonic and digital communication platform (the “Services”) accessible via the website located at https://mynina.ai/ (the “Website”) and related applications, systems, and integrations; and

WHEREAS, you, the individual, entity, or duly authorized representative thereof, hereinafter referred to as “User,” “you,” or “Customer,” desire to access and utilize the Services subject to the terms and conditions herein set forth; and

WHEREAS, these Terms and Conditions (the “Terms”) constitute a legally binding agreement governing the relationship between MyNINA and User with respect to the use of the Services;

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope and Application of Services

1.1 Definition and Scope of Services. MyNINA provides an AI-driven suite of telephonic and digital communication solutions, including but not limited to automated call answering, call screening and routing, appointment scheduling, data entry, lead qualification, and seamless integrations with third-party customer relationship management (CRM) platforms, databases, or other software systems (collectively, the “Services”). MyNINA reserves the unilateral and absolute right to modify, enhance, suspend, or discontinue any component, feature, or functionality of the Services at its sole discretion, with or without prior notice or liability to User.

1.2 Grant of License. Subject to User’s strict compliance with the provisions of these Terms, MyNINA hereby grants to User a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to access and utilize the Services solely for User’s internal business purposes. Said license may be revoked, terminated, or modified by MyNINA at any time, in its sole and absolute discretion, without notice or cause.

1.3 Eligibility and Representations. User represents and warrants that it possesses the full legal capacity and authority to enter into these Terms and that User is at least eighteen (18) years of age or the age of majority in User’s jurisdiction, whichever is greater. User further represents that its use of the Services complies with all applicable laws, regulations, and ordinances.

2. Subscription, Billing, and Trial Provisions

2.1 Free Trial Period. MyNINA may, at its sole discretion, offer a promotional trial period of fourteen (14) calendar days (the “Trial Period”) during which User may access certain features of the Services without immediate charge. To initiate the Trial Period, User shall provide valid and current credit card information, which MyNINA may validate at its discretion. User acknowledges and agrees that, absent affirmative cancellation by User prior to the expiration of the Trial Period, MyNINA shall automatically charge the credit card on file for the applicable subscription fees, as determined by MyNINA in its sole discretion, immediately upon the conclusion of the Trial Period. Charges may also be incurred during the Trial Period for usage exceeding limits established by MyNINA.

2.2 Subscription and Payment Obligations. Upon subscribing to the Services, User shall remit all fees, charges, and applicable taxes as determined by MyNINA, which may be amended, adjusted, or modified at MyNINA’s sole discretion without prior notice. User hereby authorizes MyNINA to charge User’s credit card on file for all fees, including but not limited to recurring subscription fees, additional usage charges (e.g., talk minutes, recording minutes, emails sent or received, text or SMS messages sent or received, CRM access, or other system interactions), and any ancillary costs, at rates determined solely by MyNINA.

2.3 Additional Usage Charges. MyNINA expressly reserves the right to impose additional charges on User’s credit card on file for any and all usage of the Services, including but not limited to telephonic communication minutes, audio recording durations, electronic mail transmissions or receptions, SMS or text message communications, and access to or utilization of integrated CRM systems or other functionalities. Such charges may be assessed at MyNINA’s discretion without prior notice or consent.

2.4 Cancellation Procedures. Termination of User’s subscription shall require written notice delivered exclusively via electronic mail to cancel@mynina.ai, received no less than thirty (30) calendar days prior to the intended termination date. No alternative methods of cancellation shall be deemed valid or effective. MyNINA reserves the right to continue charging User’s credit card until such notice is properly received and processed. Refunds, credits, or prorations for unused portions of the Services are expressly disclaimed and shall not be provided under any circumstances.

2.5 Non-Payment and Remedies. In the event of User’s failure to remit any fees or charges when due, MyNINA may, without limitation, suspend or terminate User’s access to the Services immediately and without notice. MyNINA further reserves the right to pursue all available legal and equitable remedies, including but not limited to charging User’s credit card on file, engaging third-party collection agencies, or initiating legal proceedings, with all associated costs, including reasonable attorneys’ fees, borne by User.

3. Data Rights and Utilization

3.1 Irrevocable License to User Data. By accessing or utilizing the Services, User hereby grants to MyNINA an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to collect, store, process, analyze, reproduce, modify, adapt, distribute, disclose, or otherwise exploit any and all data, information, or content generated, provided, or collected through User’s use of the Services, including but not limited to call recordings, call transcripts, customer contact information, interaction logs, and any other data or metadata (collectively, “User Data”). MyNINA may exploit User Data for any purpose, including but not limited to enhancement of the Services, development of new products or services, internal analytics, or marketing initiatives, with or without User’s consent or notice.

3.2 Marketing Utilization. MyNINA expressly reserves the unfettered right to utilize any and all User Data, including but not limited to recorded telephonic conversations, transcripts, and customer information, in its marketing, advertising, or promotional activities, whether in digital, print, or other media, with or without User’s consent, notice, or opportunity to review or approve such use. User hereby waives any and all rights, claims, or objections to such utilization.

3.3 Third-Party Data Sharing. MyNINA reserves the absolute right to disclose, sell, license, or transfer User Data to any third party, including but not limited to affiliates, business partners, service providers, or other entities, for any purpose, without User’s consent, notice, or compensation. MyNINA shall bear no liability or responsibility for the actions, policies, or practices of any such third parties with respect to User Data.

3.4 Data Retention and Deletion. MyNINA may retain User Data for an indefinite period, at its sole discretion, even following termination of User’s subscription or cessation of use of the Services. User expressly waives any right to request, demand, or compel deletion, return, or destruction of User Data.

4. Assignment and Transferability

4.1 Assignment by MyNINA. MyNINA may, at its sole discretion and without User’s consent or notice, assign, transfer, sell, or otherwise convey any contract, agreement, or obligation arising under these Terms or the Services to any third party, including but not limited to successors, affiliates, or unrelated entities. User shall not assign, delegate, or transfer any rights or obligations under these Terms without the express prior written consent of MyNINA, which may be withheld, conditioned, or delayed at MyNINA’s sole discretion.

5. Disclaimer of Warranties and Limitation of Liability

5.1 As-Is Provision. The Services, including all components, features, and integrations thereof, are provided on an “as is” and “as available” basis, without any warranties or representations, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or availability. MyNINA does not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses, malware, or other deleterious components.

5.2 Exclusion of Liability. To the maximum extent permitted by applicable law, MyNINA, together with its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and service providers, shall not be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, business opportunities, data, goodwill, or reputation, arising out of or in connection with User’s access to, use of, or inability to use the Services, regardless of the legal theory (contract, tort, or otherwise) and whether or not MyNINA has been advised of the possibility of such damages. Without limiting the generality of the foregoing, MyNINA shall not be liable for any damages or losses resulting from service interruptions, errors in call handling, inaccuracies in data processing, data breaches, customer dissatisfaction, loss of business, third-party lawsuits, or any other issue arising from or related to the Services.

5.3 Cap on Liability. In the unlikely event that any court or arbitral tribunal finds MyNINA liable for any claim, notwithstanding the foregoing provisions, MyNINA’s aggregate liability to User shall not exceed the total amount paid by User to MyNINA for the Services during the one (1) month immediately preceding the event giving rise to the claim, regardless of the nature or number of claims asserted.

5.4 Indemnification Obligations. User shall indemnify, defend, and hold harmless MyNINA, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees and costs of litigation or arbitration) arising out of or related to User’s use of the Services, breach of these Terms, violation of applicable laws, or any third-party claims related to User’s actions, data, or interactions with the Services.

6. Termination and Suspension

6.1 Termination by MyNINA. MyNINA reserves the absolute right to suspend, restrict, or terminate User’s access to or use of the Services, in whole or in part, at any time, with or without cause, and with or without notice, in its sole and absolute discretion. Such termination or suspension shall not relieve User of any payment obligations accrued prior to or following such action.

6.2 Post-Termination Obligations. Upon termination or suspension of User’s access to the Services, User’s license to use the Services shall immediately cease. MyNINA shall have no obligation to refund any fees, provide access to User Data, or retain any User Data, and may, at its sole discretion, retain, use, or delete such data without notice or liability.

7. Intellectual Property Rights

7.1 Ownership of Intellectual Property. All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, patents, and proprietary rights in the Services, including all software, algorithms, designs, interfaces, and content, are and shall remain the exclusive property of MyNINA or its licensors. User acquires no right, title, or interest in any such intellectual property by virtue of using the Services.

7.2 Feedback and Suggestions. Any feedback, suggestions, enhancements, or ideas provided by User to MyNINA regarding the Services shall be deemed the sole property of MyNINA, and MyNINA may use, implement, or commercialize such feedback without any obligation to compensate User or obtain User’s consent.

8. Confidentiality and Non-Disclosure

8.1 User’s Confidentiality Obligations. User agrees to maintain in strict confidence any non-public, proprietary, or confidential information disclosed by MyNINA, including but not limited to pricing structures, technical specifications, or operational processes. User shall not disclose such information to any third party without MyNINA’s express prior written consent.

8.2 MyNINA’s Rights. MyNINA shall have no obligation to maintain the confidentiality of any User Data or other information provided by User, and may use, disclose, or exploit such data as set forth in Section 3.

9. Governing Law and Dispute Resolution

9.1 Governing Law. These Terms, and all matters arising out of or relating to these Terms or the Services, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflict of law principles or the principles of any other jurisdiction.

9.2 Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the relationship between MyNINA and User, whether sounding in contract, tort, or otherwise, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration proceedings shall be conducted in Miami, Florida, before a single arbitrator selected by MyNINA. User waives any right to litigate any such dispute in any court or to participate in any class, collective, or representative action. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. User shall bear all costs of arbitration, including but not limited to filing fees, arbitrator fees, and MyNINA’s reasonable attorneys’ fees, regardless of the outcome.

9.3 Injunctive Relief. Notwithstanding Section 9.2, MyNINA may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or other proprietary rights, without the need to post a bond or prove actual damages.

10. Miscellaneous Provisions

10.1 Force Majeure. MyNINA shall not be liable for any failure or delay in performing its obligations under these Terms due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, cyberattacks, labor disputes, governmental actions, or interruptions in telecommunications or internet services.

10.2 Entire Agreement. These Terms, together with any schedules, addenda, or policies incorporated by reference, constitute the entire agreement between MyNINA and User with respect to the Services and supersede all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

10.3 Severability. If any provision of these Terms is deemed invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

10.4 No Waiver. The failure or delay of MyNINA to enforce any right, remedy, or provision of these Terms shall not constitute a waiver of such right, remedy, or provision, nor shall it preclude or restrict MyNINA’s future exercise thereof.

10.5 Notices. All notices required under these Terms, except as otherwise specified, shall be delivered to MyNINA via electronic mail at support@mynina.ai. Cancellation notices must be sent exclusively to cancel@mynina.ai as specified in Section 2.4. MyNINA may deliver notices to User via email, through the Services, or by any other means deemed reasonable by MyNINA.

10.6 Survival. All provisions of these Terms that, by their nature, should survive termination, including but not limited to Sections 3 (Data Rights and Utilization), 5 (Disclaimer of Warranties and Limitation of Liability), 7 (Intellectual Property Rights), 8 (Confidentiality and Non-Disclosure), and 9 (Governing Law and Dispute Resolution), shall survive any termination or expiration of these Terms or User’s use of the Services.