Version 2.0 — International Edition
Niibu Inc.

Customer Terms of Service
& End User License Agreement

The Human Intelligence Cloud — Global Wellness Marketplace Platform

Effective Date January 1, 2026
Last Updated January 6, 2026
Jurisdiction Worldwide

This Agreement governs your use of Niibu services worldwide, including in the United States, Canada, Mexico, Brazil, Argentina, Colombia, the European Union, the United Kingdom, Switzerland, and all other jurisdictions where Niibu operates.

Special Notices for Specific Jurisdictions

California Subscribers (United States)

You may cancel your subscription, subject to our refund policy. If you subscribed using an External Service (e.g., Apple ID, Google Play), you must cancel through your External Service, as set forth in more detail in Section 12. If you subscribed through your Apple ID, refunds are handled by Apple, not Niibu. You can request a refund from Apple through your Apple ID account on your phone or at https://getsupport.apple.com. California residents have specific rights under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), detailed in our Privacy Policy.

European Economic Area, United Kingdom, and Switzerland Subscribers

If you are a consumer residing in the European Economic Area (EEA), United Kingdom (UK), or Switzerland, you have a statutory right to withdraw from this Agreement within 14 days of purchase without giving any reason, in accordance with the Consumer Rights Directive 2011/83/EU and equivalent local legislation. To exercise your right of withdrawal, you must inform us of your decision by an unequivocal statement. EU/EEA/UK consumers benefit from mandatory consumer protection laws that cannot be waived by contract, and nothing in this Agreement affects those rights.

Brazilian Subscribers

If you are a consumer residing in Brazil, you are entitled to rights under the Brazilian Consumer Defense Code (Código de Defesa do Consumidor - CDC) and the General Data Protection Law (Lei Geral de Proteção de Dados - LGPD). You have the right to withdraw from distance contracts within 7 days of purchase. Certain liability limitations in this Agreement may not apply to the extent prohibited by Brazilian law.

Canadian Subscribers

If you are a consumer residing in Canada, you are entitled to rights under applicable provincial consumer protection legislation, including but not limited to the Consumer Protection Act (Ontario), Consumer Protection Act (Quebec), and the Personal Information Protection and Electronic Documents Act (PIPEDA). Quebec residents: This Agreement and all related documents have been drafted in English at the express request of the parties. Les parties aux présentes ont exprimé leur volonté que cette convention et les documents s'y rapportant soient rédigés en anglais.

Mexican Subscribers

If you are a consumer residing in Mexico, you are entitled to rights under the Federal Consumer Protection Law (Ley Federal de Protección al Consumidor - LFPC) and the Federal Law on Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares). PROFECO registration and compliance information is available upon request.

Argentine Subscribers

If you are a consumer residing in Argentina, you are entitled to rights under the Consumer Defense Law (Ley de Defensa del Consumidor No. 24.240) and the Personal Data Protection Law (Ley de Protección de Datos Personales No. 25.326). You may exercise your right of withdrawal within 10 days of purchase for distance contracts.

Legally Binding Agreement

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NIIBU INC., A DELAWARE CORPORATION. BEFORE USING ANY NIIBU SERVICES, PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.

BY ACCESSING, DOWNLOADING, INSTALLING, USING, PURCHASING AND/OR SUBSCRIBING TO THE NIIBU SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 21.

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE NIIBU SERVICES.

Table of Contents

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

  • "Account" means the personal account you create to access and use the Services, including all associated credentials, profile information, preferences, booking history, and TimeToken balances.
  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Niibu Inc., where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
  • "Agreement" or "Terms" means this Customer Terms of Service and End User License Agreement, including all exhibits, schedules, policies incorporated by reference, and any amendments hereto.
  • "AI Systems" means Niibu's proprietary artificial intelligence technologies, including but not limited to the three-agent AI system, Fair-Use algorithms, machine learning models, recommendation engines, and predictive analytics used to operate the Platform.
  • "Applicable Data Protection Laws" means all laws and regulations relating to data protection, data privacy, data security, or the processing of personal data applicable to the relevant party, including but not limited to: (i) the EU General Data Protection Regulation 2016/679 (GDPR); (ii) the UK GDPR and Data Protection Act 2018; (iii) the California Consumer Privacy Act as amended by the CPRA; (iv) the Brazilian Lei Geral de Proteção de Dados (LGPD); (v) the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA); and (vi) any other applicable national, state, or provincial data protection laws.
  • "Booking" means a confirmed reservation for Services made through the Platform between you and a Service Provider.
  • "Consumer" means an individual acting for purposes outside their trade, business, craft, or profession.
  • "Content" means any text, images, photographs, audio, video, graphics, data, software, information, or other materials.
  • "Customer" or "you" or "your" means any individual or entity that accesses or uses the Services, whether as a registered user or otherwise.
  • "Dispute" means any dispute, claim, controversy, or action between you and Niibu arising out of or relating to this Agreement, the Services, or our relationship.
  • "External Service" means a third-party application marketplace or payment platform through which you may access or pay for the Services, including but not limited to Apple App Store, Google Play Store, and similar platforms.
  • "Fair-Use Algorithms" means Niibu's proprietary AI-driven systems designed to optimize resource allocation, prevent abuse, ensure equitable access to Services, and maintain platform integrity.
  • "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, quarantine restrictions, strikes, labor disputes, shortage of transportation, facilities, fuel, energy, labor, or materials.
  • "Human Intelligence Cloud" means Niibu's AI-powered wellness marketplace platform that connects Customers with Service Providers through intelligent matching, scheduling optimization, and the TimeToken protocol.
  • "Intellectual Property Rights" means all intellectual property rights, including patents, patent applications, trademarks, service marks, trade names, copyrights, trade secrets, know-how, database rights, design rights, and any other similar rights, whether registered or unregistered.
  • "Niibu," "we," "us," or "our" means Niibu Inc., a Delaware corporation, and its successors and assigns.
  • "Personal Data" has the meaning given to it under Applicable Data Protection Laws and includes "personal information," "personally identifiable information," and similar terms as defined under such laws.
  • "Platform" means the Niibu mobile application (the "App"), website (www.niibu.com and all related domains), APIs, software, and any other technology through which the Services are delivered.
  • "Privacy Policy" means Niibu's privacy policy available at www.niibu.com/privacy, as amended from time to time.
  • "Prohibited Content" means Content that violates this Agreement, applicable law, or community standards, including but not limited to content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable.
  • "Service Provider" or "Provider" means any independent third-party beauty, wellness, health, or medical professional who offers services through the Platform.
  • "Services" means all products, services, features, functionalities, content, and applications provided by Niibu through the Platform, including the Human Intelligence Cloud, TimeToken protocol, AI matching systems, and subscription services.
  • "Subscription" means a recurring payment arrangement under which you pay a periodic fee to access certain features of the Services.
  • "Territory" means the geographic regions where Niibu offers its Services, including but not limited to the United States, Canada, Mexico, Brazil, Argentina, Colombia, Chile, Peru, the European Union member states, the United Kingdom, Switzerland, Norway, and other countries as Niibu may expand its operations.
  • "TimeToken" or "TimeToken Credits" means the proprietary virtual credit system used within the Platform to facilitate and optimize service bookings, representing allocated service value based on your Subscription tier.
  • "User Content" or "Your Content" means any Content that you submit, post, upload, or otherwise make available through the Services.

1.2 Interpretation

In this Agreement: (a) headings are for convenience only and shall not affect interpretation; (b) words in the singular include the plural and vice versa; (c) a reference to a statute or statutory provision includes any modification, consolidation, or re-enactment thereof; (d) a reference to "including" or "include" shall be construed without limitation; (e) a reference to "writing" or "written" includes email and other electronic communications; and (f) any obligation not to do something includes an obligation not to allow that thing to be done.

2. Acceptance of Terms and Modifications

2.1 Agreement to Terms

By accessing, downloading, installing, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case "you" and "your" shall refer to such entity.

2.2 Capacity to Contract

You represent and warrant that you have the legal capacity to enter into this Agreement. If you are under the age of majority in your jurisdiction (which is 18 in most jurisdictions, but may be higher in some), you may only use the Services with the consent of a parent or legal guardian who agrees to be bound by this Agreement on your behalf.

2.3 Modifications to This Agreement

Niibu reserves the right to modify, amend, or update this Agreement at any time in its sole discretion. When we make material changes to this Agreement, we will provide you with notice appropriate to the circumstances, which may include: (a) posting a notice on the Platform; (b) sending you an email notification; (c) displaying a pop-up or banner when you access the Services; or (d) other reasonable means. The "Last Updated" date at the top of this Agreement indicates when changes were last made.

2.4 Acceptance of Modifications

Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Agreement. If you do not agree to any modifications, you must stop using the Services and may terminate your Account in accordance with Section 14.

2.5 Notice Period for Material Changes

For users in the European Union, European Economic Area, United Kingdom, or other jurisdictions requiring advance notice of material contract changes, we will provide at least thirty (30) days' advance notice of material changes that adversely affect your rights under this Agreement, except where a shorter notice period is required by law or is necessary to address security vulnerabilities, prevent fraud, or comply with legal obligations.

3. Eligibility and Account Requirements

3.1 General Eligibility Requirements

You are not authorized to create an Account or use the Services unless all of the following conditions are true, and by using our Services, you represent and warrant that:

  1. You meet the minimum age requirement for your jurisdiction (18 years old in most jurisdictions, or the age of majority if higher);
  2. You are legally competent and qualified to enter into a binding contract with Niibu under the laws of your jurisdiction;
  3. You are not located in a country that is subject to a U.S. Government embargo or sanctions regime, or that has been designated by the U.S. Government as a "terrorist supporting" country;
  4. You are not on any list of individuals prohibited from conducting business with the United States, the European Union, or other applicable jurisdictions;
  5. You are not prohibited by any applicable law, regulation, or order from using the Services;
  6. You do not have more than one active Account on the Services, unless expressly authorized by Niibu in writing;
  7. You have not previously been removed from our Services by Niibu, or had your Account terminated for violation of this Agreement, unless you have received our express written permission to create a new Account;
  8. You will use the Services only for lawful purposes and in accordance with this Agreement; and
  9. All registration information you submit is truthful, accurate, current, and complete.

3.2 Age Requirements by Jurisdiction

The minimum age to use the Services varies by jurisdiction. You must be at least:

  1. 18 years old in the United States, Canada, Mexico, and most other jurisdictions;
  2. 16 years old in the European Union and United Kingdom for certain Services, but 18 years old for Services involving health, wellness, or medical appointments;
  3. 18 years old in Brazil, Argentina, and other South American countries.

If you are under the applicable age, you must not use the Services.

3.3 Account Registration

To access certain features of the Services, you must register for an Account. When registering, you agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update your Account information; (c) maintain the security and confidentiality of your Account credentials; (d) accept responsibility for all activities that occur under your Account; (e) immediately notify Niibu of any unauthorized use of your Account or any other breach of security; and (f) not share your Account credentials with any third party.

3.4 Account Security

You are solely responsible for maintaining the confidentiality of your Account credentials and for any and all activities that occur under your Account. We strongly recommend that you: (a) use a strong, unique password; (b) enable two-factor authentication if available; (c) not use the same password for multiple services; and (d) log out of your Account when using shared devices.

3.5 Business Accounts

If you register an Account on behalf of a business, organization, or other entity: (a) you represent and warrant that you are authorized to bind that entity to this Agreement; (b) "you" refers to both you individually and the entity; and (c) both you and the entity will be jointly and severally liable for compliance with this Agreement.

4. The Human Intelligence Cloud and Platform Services

4.1 Platform Description

The Human Intelligence Cloud is Niibu's AI-powered wellness marketplace that connects Customers with independent beauty, wellness, health, and medical Service Providers. Our Platform utilizes advanced artificial intelligence, including the proprietary TimeToken protocol and Fair-Use algorithms, to optimize scheduling, facilitate bookings, and deliver personalized service recommendations.

4.2 Core Platform Features

Subject to this Agreement and your Subscription tier, the Platform provides access to:

  1. A curated network of independent Service Providers across beauty, wellness, and medical services;
  2. AI-powered matching and recommendation systems;
  3. Intelligent scheduling and booking management;
  4. The TimeToken credit system for service allocation;
  5. Secure payment processing;
  6. Communication tools for Provider coordination;
  7. Booking history and preference management; and
  8. Customer support services.

4.3 Marketplace Model

You acknowledge and agree that: (a) Niibu operates as a technology marketplace platform connecting Customers with independent Service Providers; (b) Niibu is not itself a provider of beauty, wellness, health, or medical services; (c) Service Providers are independent contractors and not employees, agents, or representatives of Niibu; (d) all services are provided directly by Service Providers, not by Niibu; and (e) Niibu's role is limited to facilitating connections, processing payments, and providing the technology platform.

4.4 Service Availability

The availability of specific services, Service Providers, and Platform features may vary based on: (a) your geographic location; (b) your Subscription tier; (c) Provider availability and capacity; (d) local licensing and regulatory requirements; (e) technical or operational factors; and (f) other conditions as determined by Niibu. We do not guarantee the availability of any specific Provider or service type in your area.

4.5 Platform Updates and Changes

Niibu continuously improves and updates the Platform. We reserve the right to: (a) modify, update, or discontinue any feature or functionality; (b) add new features that may be subject to additional terms; (c) change the user interface and design; (d) update the AI systems and algorithms; and (e) make other changes to improve the Platform. We will provide reasonable notice of material changes that significantly affect your use of the Services.

5. Subscription Services and Pricing

5.1 Subscription Tiers

Niibu offers subscription-based access to the Platform through the following tiers (pricing in USD; local currency equivalents may apply in other territories):

Custom Tier
from $99/month

A fully personalized plan designed around each user's lifestyle, preferences, and service usage. Powered by Niibu's AI and service catalog, this tier dynamically adapts to deliver maximum value. Users benefit from unlimited booking access across services, with a tailored allocation of prime-time slots and full access to non-prime availability. Suitable for users seeking flexibility and optimized value.

Basic Tier
from $150/month

Designed for consistent, essential service usage, this tier provides structured access to Niibu's provider network with predictable value. Users can book unlimited services within their plan scope, with a defined number of prime-time slots and unlimited access to non-prime availability. Ideal for users with recurring service needs who want reliability and strong monthly savings.

Important Note

All Niibu plans include unlimited booking access within the service scope. There are no caps on the number of appointments a user can book. The only distinction between plans is the allocation of prime-time slots, while non-prime availability remains unlimited across all tiers.

5.2 Subscription Features and Benefits

Specific features, benefits, and TimeToken allocations for each Subscription tier are detailed on our website and within the Platform at the time of purchase. Features and allocations are subject to change; we will provide advance notice of material changes to your Subscription tier benefits.

5.3 International Pricing

Subscription prices are displayed in your local currency where available. Prices may vary by country or region based on: (a) local market conditions; (b) currency exchange rates; (c) applicable taxes and fees; (d) regulatory requirements; and (e) operational costs. The applicable price will be clearly displayed before you complete your purchase. All prices exclude applicable taxes unless otherwise stated.

5.4 Subscription Term and Billing

Subscriptions are billed on a recurring basis according to the billing cycle you select (monthly or annually, where available). Your Subscription begins when your first payment is processed and continues until terminated in accordance with this Agreement. Each billing cycle, you will be charged the then-current Subscription fee plus any applicable taxes.

5.5 Price Changes

Niibu may change Subscription prices at any time. For existing subscribers: (a) we will provide at least thirty (30) days' advance notice of price increases; (b) the new price will take effect at the start of your next billing cycle after the notice period; (c) if you do not agree to the new price, you may cancel your Subscription before the new price takes effect; and (d) continuing your Subscription after a price change constitutes acceptance of the new price.

5.6 Taxes and Fees

You are responsible for all applicable taxes, including value-added tax (VAT), goods and services tax (GST), sales tax, and other transaction taxes. In jurisdictions where we are required to collect and remit taxes, the applicable tax will be added to your Subscription fee.

6. Artificial Intelligence Systems

6.1 AI-Powered Services

Niibu employs advanced artificial intelligence systems to enhance your experience, including: (a) the three-agent AI system for scheduling optimization; (b) Fair-Use algorithms for resource allocation; (c) machine learning-based matching and recommendation engines; (d) predictive analytics for demand forecasting; (e) natural language processing for customer support; and (f) other AI technologies as we may develop and deploy.

6.2 AI Matching and Recommendations

Our AI analyzes various factors to match you with suitable Service Providers and make personalized recommendations, including: (a) your stated preferences and profile information; (b) booking history and patterns; (c) Provider ratings and availability; (d) geographic factors; (e) service compatibility; and (f) other relevant data points. AI recommendations are suggestions and do not constitute guarantees of service quality, Provider suitability, or outcome satisfaction.

6.3 Automated Decision-Making

Certain aspects of the Services involve automated decision-making, including AI-based matching, pricing optimization, and fraud detection. If you are in a jurisdiction that grants rights regarding automated decision-making (such as the EU/EEA under GDPR Article 22), you may have the right to: (a) obtain human intervention; (b) express your point of view; (c) contest decisions that significantly affect you; and (d) receive explanations about the logic involved.

6.4 AI System Limitations

You acknowledge that: (a) AI systems are based on statistical models and may produce imperfect results; (b) recommendations are not guarantees of service quality or outcomes; (c) AI cannot replace professional judgment in medical, health, or wellness matters; (d) you should exercise your own judgment when making booking decisions; and (e) AI systems are continuously improved but may contain biases or errors.

6.5 AI Data Usage

By using the Services, you consent to the collection, processing, and analysis of data necessary to operate our AI systems, including: (a) information you provide directly; (b) usage data and interaction patterns; (c) booking history and preferences; (d) feedback and ratings; and (e) other data as described in our Privacy Policy.

6.6 AI Transparency

Niibu is committed to AI transparency. Upon request, we will provide information about: (a) the general logic of our AI systems; (b) how automated decisions are made; (c) the data used for AI processing; and (d) how to contest or seek review of AI decisions.

7. Service Provider Relationship and Disclaimers

7.1 Independent Service Providers

You expressly acknowledge and agree that: (a) Niibu is a technology platform that connects Customers with independent Service Providers; (b) Niibu does not provide beauty, wellness, health, or medical services directly; (c) all services are performed by independent third-party Service Providers; (d) Service Providers are independent contractors, not employees, agents, or representatives of Niibu; (e) Niibu does not supervise, direct, or control Service Providers or the services they provide; and (f) the relationship between you and the Service Provider is a direct contractual relationship separate from your relationship with Niibu.

7.2 No Employment Relationship

Service Providers listed on the Platform are not employees of Niibu. Niibu does not: (a) set the hours, methods, or manner in which Providers perform services; (b) provide Providers with tools, equipment, or supplies; (c) control Provider pricing; (d) require exclusivity from Providers; or (e) provide employee benefits to Providers.

7.3 Provider Qualifications and Licensing

While Niibu takes reasonable steps to verify Provider credentials and qualifications, you acknowledge that: (a) licensing and certification requirements vary by jurisdiction and service type; (b) you are responsible for verifying that a Provider holds necessary licenses for your jurisdiction; (c) Niibu cannot guarantee the accuracy or currency of Provider credentials; (d) you should request proof of qualifications directly from Providers if desired; and (e) regulatory compliance is ultimately the responsibility of the Provider and Customer.

7.4 Service Quality Disclaimer

Niibu does not guarantee: (a) the quality, safety, legality, or suitability of services provided by Service Providers; (b) the accuracy of Provider profiles, descriptions, or representations; (c) the outcome or results of any services; (d) that services will meet your expectations or requirements; or (e) the competence, conduct, or reliability of any Provider. You use Provider services at your own risk.

7.5 Medical Services Disclaimer

NIIBU IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. SERVICES ACCESSED THROUGH THE PLATFORM THAT INVOLVE HEALTH, WELLNESS, OR MEDICAL MATTERS ARE PROVIDED BY INDEPENDENT LICENSED PROFESSIONALS. YOU SHOULD NOT DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING TREATMENT BASED ON INFORMATION OR SERVICES ACCESSED THROUGH THE PLATFORM. ALWAYS CONSULT QUALIFIED HEALTHCARE PROFESSIONALS FOR MEDICAL DECISIONS.

7.6 Disputes with Service Providers

Any disputes regarding service quality, conduct, or performance should be directed to the Service Provider in the first instance. While Niibu may, at its sole discretion, assist in facilitating communication or resolution, you acknowledge that: (a) Niibu is not a party to disputes between Customers and Providers; (b) Niibu is not obligated to mediate or resolve such disputes; (c) Niibu's assistance does not constitute an admission of liability; and (d) you release Niibu from claims arising from Provider services.

8. User Conduct and Acceptable Use

8.1 Your Responsibilities

When using the Services, you agree to: (a) comply with this Agreement and all applicable laws and regulations; (b) treat Service Providers, Niibu staff, and other users with respect; (c) provide accurate information; (d) honor your booking commitments; (e) pay all fees when due; (f) maintain the security of your Account; and (g) report any violations or concerns to Niibu.

8.2 Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

  1. Violating any applicable law, regulation, or third-party rights;
  2. Using the Services for any unlawful, fraudulent, or deceptive purpose;
  3. Harassing, threatening, intimidating, or harming Service Providers, staff, or other users;
  4. Discriminating against Providers or users based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or other protected characteristics;
  5. Posting or transmitting Prohibited Content;
  6. Impersonating any person or entity, or falsely claiming an affiliation;
  7. Interfering with or disrupting the Services, servers, or networks;
  8. Attempting to gain unauthorized access to accounts, systems, or data;
  9. Using automated means (bots, scrapers, etc.) to access the Services without authorization;
  10. Reverse engineering, decompiling, or disassembling any part of the Services;
  11. Circumventing or manipulating the TimeToken system, AI algorithms, or other Platform features;
  12. Creating multiple Accounts to abuse promotions or circumvent restrictions;
  13. Engaging in any activity that could harm Niibu's reputation or business interests;
  14. Soliciting Providers to provide services outside the Platform to avoid fees; and
  15. Any other conduct that Niibu reasonably determines is harmful to the Platform, its users, or its business.

8.3 Compliance with Local Laws

You are responsible for complying with all local laws and regulations applicable to your use of the Services in your jurisdiction. The availability of certain Services or features does not imply that they are legal or appropriate for your location.

8.4 Enforcement

Niibu reserves the right to investigate violations of this Section and take appropriate action, including: (a) warning or suspending your Account; (b) terminating your Account; (c) removing or disabling Content; (d) reporting violations to law enforcement; (e) pursuing legal remedies; and (f) cooperating with authorities in investigations.

9. Content Rights and Responsibilities

9.1 Your Content

You retain ownership of User Content you submit through the Services. By submitting User Content, you grant Niibu a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Content in connection with operating and improving the Services and Niibu's business, including for marketing and promotional purposes.

9.2 Content Representations

You represent and warrant that your User Content: (a) is accurate and not misleading; (b) does not violate any applicable law or third-party rights; (c) is not Prohibited Content; (d) does not infringe any intellectual property rights; (e) you have all necessary rights and permissions to grant the license in Section 10.1; and (f) will not cause harm to Niibu, Service Providers, or other users.

9.3 Content Responsibility and Indemnification

You are solely responsible and liable for your User Content. You agree to indemnify, defend, and hold Niibu harmless from any claims, damages, losses, costs, or expenses (including attorneys' fees) arising from your User Content or any breach of your representations and warranties regarding your Content.

9.4 Content Moderation

Niibu reserves the right, but has no obligation, to monitor, review, or moderate User Content. We may, in our sole discretion: (a) remove or disable access to any Content that violates this Agreement; (b) refuse to publish or transmit any Content; (c) take appropriate action against users who violate this Agreement; and (d) cooperate with law enforcement regarding Content that may violate the law.

9.5 Niibu's Content

Except for User Content, all Content available through the Services, including text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and other materials ("Niibu Content"), is owned by or licensed to Niibu and is protected by copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws. You may not copy, reproduce, modify, distribute, or create derivative works from Niibu Content without our express written permission.

9.6 Feedback

If you provide Niibu with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you grant Niibu an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose without attribution or compensation to you.

10. Intellectual Property Rights

10.1 Niibu's Intellectual Property

The Services, including the Human Intelligence Cloud, TimeToken protocol, AI Systems, Fair-Use algorithms, Platform software, and all associated Intellectual Property Rights, are and shall remain the exclusive property of Niibu and its licensors. This Agreement does not grant you any ownership interest in the Services or any Intellectual Property Rights therein, except for the limited license expressly granted herein.

10.2 Limited License Grant

Subject to your compliance with this Agreement, Niibu grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use. This license does not include: (a) the right to modify, adapt, translate, or create derivative works; (b) the right to reverse engineer, decompile, disassemble, or attempt to derive source code; (c) any commercial use or resale of the Services; (d) any use of data mining, robots, or similar data gathering tools; or (e) any use in violation of this Agreement.

10.3 Trademarks

"Niibu," "The Human Intelligence Cloud," "TimeToken," and all related logos, product names, service names, and slogans are trademarks or service marks of Niibu Inc. You may not use these marks without Niibu's prior written permission. All other trademarks appearing on the Services are the property of their respective owners.

10.4 Copyright Infringement Claims

Niibu respects intellectual property rights and expects users to do the same. If you believe that Content on the Services infringes your copyright, please send a notice to our designated copyright agent containing: (a) identification of the copyrighted work; (b) identification of the infringing material with sufficient information to locate it; (c) your contact information; (d) a statement of good faith belief that the use is not authorized; (e) a statement under penalty of perjury that your notice is accurate and you are authorized to act on behalf of the copyright owner; and (f) your electronic or physical signature.

Send notices to: legal@niibu.com or Niibu Inc., PMB 1068, 447 Sutter St, Ste 405, San Francisco, CA 94108.

10.5 Counter-Notification

If you believe your Content was wrongly removed due to a copyright complaint, you may send a counter-notification containing: (a) identification of the removed material and its former location; (b) your statement under penalty of perjury that removal was a mistake or misidentification; (c) your consent to jurisdiction in federal court; and (d) your signature and contact information.

11. Payments, Billing, and Refunds

11.1 Payment Methods

You may pay for Subscriptions and other Services using: (a) credit or debit cards; (b) digital payment methods (e.g., Apple Pay, Google Pay); (c) external app store billing (e.g., Apple App Store, Google Play); or (d) other payment methods we may offer. You authorize Niibu or its payment processors to charge your selected payment method for all amounts due.

11.2 Payment Processing

Payments are processed by third-party payment processors. By submitting payment information, you represent that you are authorized to use the payment method. Niibu is not responsible for payment processor errors or disputes, though we will assist in resolution where possible.

11.3 Automatic Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING CYCLE UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. BY SUBSCRIBING, YOU AUTHORIZE NIIBU TO CHARGE YOUR PAYMENT METHOD FOR RECURRING SUBSCRIPTION FEES UNTIL YOU CANCEL.

11.4 Cancellation

You may cancel your Subscription at any time through: (a) the Account settings in the App or on our website; (b) through your External Service (if purchased via app store); or (c) by contacting customer support. Cancellation takes effect at the end of your current billing cycle; you will retain access to paid features until then. Cancellation does not entitle you to a refund of amounts already paid.

11.5 External Service Purchases

If you purchase a Subscription through an External Service (e.g., Apple App Store, Google Play): (a) payment is processed by that External Service, not Niibu; (b) billing and renewal are governed by the External Service's terms; (c) you must cancel through the External Service; (d) refunds are handled by the External Service; and (e) Niibu has limited ability to modify or refund such purchases.

11.6 Refund Policy — General

Except as required by applicable law or as otherwise expressly stated: (a) Subscription fees are non-refundable once charged; (b) no refunds will be provided for partial billing periods; (c) downgrading your Subscription does not entitle you to a refund; and (d) termination for your breach of this Agreement does not entitle you to a refund.

11.7 Statutory Refund Rights — EU/EEA/UK/Switzerland

If you are a Consumer residing in the European Union, European Economic Area, United Kingdom, or Switzerland, you have a statutory right to withdraw from your Subscription within 14 days of purchase without giving any reason, in accordance with the Consumer Rights Directive. To exercise this right, send an unequivocal statement of withdrawal to legal@niibu.com before the 14-day period expires.

11.8 Statutory Refund Rights — Brazil

If you are a Consumer residing in Brazil, you have the right to withdraw from distance contracts within 7 days of purchase under the Consumer Defense Code (Código de Defesa do Consumidor). To exercise this right, contact us at legal@niibu.com.

11.9 Statutory Refund Rights — Argentina

If you are a Consumer residing in Argentina, you have the right to withdraw from distance contracts within 10 days of purchase under the Consumer Defense Law (Ley de Defensa del Consumidor No. 24.240). To exercise this right, contact us at legal@niibu.com.

11.10 Failed Payments

If a payment fails, we may: (a) retry the payment; (b) suspend access to paid features; (c) reduce your account to a free tier; (d) attempt to collect via other means; or (e) terminate your Subscription. You remain responsible for all amounts owed.

11.11 Disputed Charges

If you dispute a charge, please contact us at billing@niibu.com before initiating a chargeback. We will work in good faith to resolve billing disputes. Initiating a chargeback without first contacting us may result in Account suspension.

13. Privacy and Data Protection

13.1 Privacy Policy

Your privacy is important to us. Our Privacy Policy, available at www.niibu.com/privacy, describes how we collect, use, store, and share your Personal Data. By using the Services, you acknowledge that you have read and understood our Privacy Policy and consent to the data practices described therein, except where consent is not the applicable legal basis for processing.

13.2 Data Controller

For purposes of Applicable Data Protection Laws, Niibu Inc. is the data controller for Personal Data collected through the Services. For users in the European Economic Area, our local representative can be contacted through the details provided in Section 26.

13.3 Legal Bases for Processing (GDPR)

Where the GDPR applies, we process Personal Data on the following legal bases: (a) performance of our contract with you (this Agreement); (b) your consent where required; (c) our legitimate business interests; and (d) compliance with legal obligations. Details are provided in our Privacy Policy.

13.4 International Data Transfers

Niibu is headquartered in the United States, and we process Personal Data in the United States and other countries. For transfers from the EU/EEA/UK to countries without an adequacy decision, we implement appropriate safeguards as required by law, including Standard Contractual Clauses approved by the European Commission.

13.5 Your Data Protection Rights

Depending on your jurisdiction, you may have certain rights regarding your Personal Data, including rights to: (a) access your data; (b) correct inaccurate data; (c) delete your data; (d) restrict or object to processing; (e) data portability; (f) withdraw consent; and (g) lodge a complaint with supervisory authorities. To exercise your rights, contact us at privacy@niibu.com.

13.6 Data Retention

We retain Personal Data for as long as necessary to fulfill the purposes for which it was collected, comply with legal obligations, resolve disputes, and enforce our agreements. Specific retention periods are detailed in our Privacy Policy.

13.7 Security

We implement appropriate technical and organizational security measures to protect Personal Data against unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the Internet or electronic storage is completely secure, and we cannot guarantee absolute security.

13.8 Cookies and Tracking Technologies

We use cookies and similar tracking technologies as described in our Cookie Policy, available at www.niibu.com/cookies. Where required by law, we obtain your consent before placing non-essential cookies. You can manage cookie preferences through your browser settings and our cookie management tool.

14. Termination

14.1 Termination by You

You may terminate your Account and this Agreement at any time by: (a) accessing Account settings and selecting the option to delete your Account; (b) canceling any active Subscription as provided in Section 12.4; and (c) ceasing all use of the Services. Account deletion is permanent and cannot be undone.

14.2 Termination by Niibu

Niibu may suspend or terminate your Account and this Agreement at any time, with or without cause, and with or without notice. We may terminate or suspend your Account immediately without notice if we believe: (a) you have violated this Agreement; (b) your conduct may harm Niibu, Service Providers, or other users; (c) your Account has been compromised; (d) termination is required by law; or (e) continued service is impractical or inappropriate.

14.3 Effect of Termination

Upon termination: (a) your license to use the Services immediately terminates; (b) you must cease all use of the Services; (c) your access to Account data may be permanently deleted; (d) any unused TimeTokens will be forfeited; (e) pending bookings may be canceled; and (f) you remain liable for all amounts owed.

14.4 No Refund Upon Termination for Cause

If your Account is terminated by Niibu due to your violation of this Agreement, you will not be entitled to any refund of Subscription fees or other amounts paid. This does not affect your statutory rights in jurisdictions where such forfeitures are prohibited.

14.5 Suspension

Niibu may suspend your Account in whole or in part, with or without notice, if we have reason to believe you have violated this Agreement or applicable law, pending investigation. During suspension, you may not access the Services or create a new Account.

15. Disclaimers

15.1 "As Is" and "As Available"

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NIIBU EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

15.2 No Warranty of Results

NIIBU DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

15.3 Third-Party Services Disclaimer

NIIBU MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY SERVICES, INCLUDING SERVICES PROVIDED BY SERVICE PROVIDERS. YOUR USE OF THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF THOSE THIRD PARTIES.

15.4 Professional Services Disclaimer

THE SERVICES DO NOT CONSTITUTE PROFESSIONAL ADVICE (MEDICAL, LEGAL, FINANCIAL, OR OTHERWISE). ANY HEALTH, WELLNESS, OR MEDICAL SERVICES ACCESSED THROUGH THE PLATFORM ARE PROVIDED BY INDEPENDENT PROFESSIONALS, NOT NIIBU. YOU SHOULD ALWAYS SEEK THE ADVICE OF QUALIFIED PROFESSIONALS FOR SPECIFIC CONCERNS.

15.5 AI Disclaimer

AI RECOMMENDATIONS AND AUTOMATED FEATURES ARE PROVIDED FOR INFORMATIONAL AND CONVENIENCE PURPOSES ONLY. AI SYSTEMS MAY PRODUCE INACCURATE OR IMPERFECT RESULTS. YOU SHOULD NOT RELY SOLELY ON AI RECOMMENDATIONS FOR IMPORTANT DECISIONS, PARTICULARLY REGARDING HEALTH OR MEDICAL MATTERS.

15.6 Consumer Rights Preservation

Nothing in this Section 15 is intended to exclude or limit any warranty, condition, or liability that cannot be excluded or limited under applicable consumer protection laws. If you are a Consumer in a jurisdiction that does not permit certain warranty exclusions, some or all of the above exclusions may not apply to you, and you may have additional rights.

16. Limitation of Liability

16.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NIIBU, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.

16.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NIIBU'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO NIIBU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100.00).

16.3 Basis of the Bargain

You acknowledge that Niibu has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and limitations of liability set forth herein, that the same reflect a reasonable and fair allocation of risk between you and Niibu, and that the same form an essential basis of the bargain between you and Niibu.

16.4 No Limitation for Certain Damages

Nothing in this Agreement excludes or limits Niibu's liability for: (a) death or personal injury caused by Niibu's negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law; or (d) any other liability that cannot be lawfully excluded or limited.

16.5 Consumer Rights Preservation

If you are a Consumer in a jurisdiction that does not permit certain liability limitations (including the EU, EEA, UK, Brazil, Argentina, or other jurisdictions with mandatory consumer protections), some or all of the above limitations may not apply to you.

16.6 Application to Service Provider Disputes

The limitations in this Section 16 apply to any claims you may bring against Niibu related to services provided by Service Providers. Niibu's liability for disputes arising from Provider services is limited to its role as a platform operator and does not extend to the acts, omissions, or negligence of independent Providers.

17. Indemnification

17.1 Your Indemnification Obligations

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Niibu, its Affiliates, and their respective directors, officers, employees, agents, contractors, successors, and assigns from and against any and all claims, demands, suits, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

  1. Your access to or use of the Services;
  2. Your User Content or any Content you submit, post, or transmit through the Services;
  3. Your violation of this Agreement;
  4. Your violation of any applicable law, regulation, or third-party rights;
  5. Your interaction with Service Providers, including any disputes regarding services received;
  6. Your negligence, willful misconduct, or fraud; and
  7. Any claims brought by third parties related to your activities on or through the Services.

17.2 Indemnification Procedures

Niibu reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate fully with our defense of such claims, including providing information and assistance as reasonably requested.

17.3 Consumer Limitations

If you are a Consumer in a jurisdiction that restricts indemnification obligations in consumer contracts (such as the EU, EEA, UK, or certain other jurisdictions), this indemnification provision applies only to the extent permitted by applicable law.

18. Export Controls and Sanctions Compliance

18.1 Export Compliance

The Services may be subject to export control and sanctions laws and regulations, including the U.S. Export Administration Regulations, U.S. sanctions programs administered by the Office of Foreign Assets Control (OFAC), EU export controls and sanctions, and similar laws in other jurisdictions. You agree to comply with all applicable export control and sanctions laws in your use of the Services.

18.2 Prohibited Persons and Locations

You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. or EU sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) you are not identified on any U.S., EU, or other applicable government list of prohibited or restricted parties; and (c) you will not use the Services in violation of any applicable export control or sanctions laws.

18.3 Consequences of Violations

Violations of export control or sanctions laws may result in severe civil and criminal penalties. Niibu reserves the right to immediately terminate your Account and access to the Services if we have reason to believe you are in violation of this Section or any applicable export control or sanctions laws.

19. Force Majeure

19.1 Force Majeure Events

Niibu shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from a Force Majeure Event. Force Majeure Events include, but are not limited to: acts of God; natural disasters; war, terrorism, or armed conflict; riots or civil unrest; government actions, laws, regulations, or orders; epidemics, pandemics, or quarantine restrictions; strikes, labor disputes, or work stoppages; shortages of labor, materials, or transportation; failures of third-party telecommunications, hosting, or infrastructure providers; cyberattacks or security incidents beyond our reasonable control; and any other events beyond Niibu's reasonable control.

19.2 Effect on Obligations

During a Force Majeure Event: (a) affected obligations will be suspended for the duration of the event; (b) Niibu will use reasonable efforts to mitigate the impact and resume normal operations; (c) Niibu will keep you informed of the situation to the extent practicable; and (d) timeframes will be extended by the duration of the event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement without liability.

20. Governing Law and Venue

20.1 Governing Law — General

Except as otherwise required by applicable law, this Agreement and all Disputes shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

20.2 Governing Law — European Union, EEA, and UK Consumers

If you are a Consumer residing in the European Union, European Economic Area, or United Kingdom, you shall benefit from any mandatory provisions of the law of your country of residence. Nothing in this Agreement affects your rights as a Consumer to rely on such mandatory provisions.

20.3 Governing Law — Brazil, Argentina, and Other Jurisdictions

If you are a Consumer residing in Brazil, Argentina, or another jurisdiction with mandatory consumer protection laws requiring application of local law, such mandatory provisions shall apply to the extent required. Consumer disputes may be brought in local courts with jurisdiction under applicable law.

20.4 Exclusive Jurisdiction

Subject to the arbitration provisions in Section 21 and the consumer protections in this Section, any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, United States. You consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

21. Dispute Resolution and Arbitration

Please Read Carefully

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. BY AGREEING TO THESE TERMS, YOU ARE WAIVING CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT BEFORE A JUDGE OR JURY.

21.1 Applicability

This Section 21 applies to the maximum extent permitted by applicable law. If you reside in a jurisdiction where class action waivers or mandatory arbitration for consumer disputes are unenforceable (such as the European Union, EEA, UK, or certain other jurisdictions), the provisions of this Section 21 may not apply to you or may apply only in modified form as permitted by local law.

21.2 Informal Dispute Resolution

Before initiating any formal dispute resolution process, you agree to first contact Niibu to attempt to resolve any Dispute informally. To do so, send a detailed written notice ("Notice of Dispute") to: Niibu Inc., Legal Department, PMB 1068, 447 Sutter St, Ste 405, San Francisco, CA 94108, or by email to legal@niibu.com. The Notice must include: (a) your name and Account information; (b) a detailed description of the Dispute; (c) the specific relief sought; and (d) your signature.

21.3 Binding Arbitration

If the Dispute is not resolved through informal resolution, you and Niibu agree that any Dispute shall be resolved exclusively through final and binding individual arbitration, rather than in court, except for: (a) claims that may be brought in small claims court if eligible; and (b) claims for injunctive or equitable relief to protect intellectual property rights. The arbitration shall be administered by JAMS under its then-current Consumer Arbitration Rules.

21.4 Arbitration Procedures

The arbitration shall be conducted: (a) in the English language; (b) by a single neutral arbitrator selected in accordance with the arbitration rules; (c) at a location reasonably convenient to both parties, or by video/telephone if mutually agreed or if you reside outside the United States; and (d) in accordance with the arbitration rules in effect at the time of filing.

21.5 Arbitration Fees and Costs

Payment of arbitration fees shall be governed by the applicable arbitration rules. If you are unable to pay your share of arbitration fees, Niibu will consider in good faith any request for fee waiver or advance. Each party shall bear its own attorneys' fees and costs, unless the arbitrator awards fees to the prevailing party as permitted by law.

21.6 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NIIBU EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AS A PLAINTIFF OR CLASS MEMBER. ALL DISPUTES SHALL BE RESOLVED INDIVIDUALLY.

21.7 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NIIBU EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

21.8 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@niibu.com within thirty (30) days of first accepting this Agreement. The notice must include your name, email address associated with your Account, and a clear statement that you wish to opt out of arbitration.

21.9 Survival

This arbitration agreement shall survive termination of this Agreement and your Account.

21.10 Consumer Arbitration Alternatives

If you are a Consumer in the European Union or European Economic Area, you may also be entitled to use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr, though Niibu is not obligated to participate in such proceedings.

22. General Provisions

22.1 Entire Agreement

This Agreement, together with the Privacy Policy, Cookie Policy, Community Guidelines, and any other terms incorporated by reference, constitutes the entire agreement between you and Niibu regarding the Services and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

22.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

22.3 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and Niibu's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

22.4 Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under this Agreement without Niibu's prior written consent. Niibu may freely assign, transfer, or sublicense this Agreement and its rights and obligations hereunder, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

22.5 Notices

Niibu may provide notices to you by: (a) email to the address associated with your Account; (b) posting on the Platform; (c) push notification; (d) in-app notification; or (e) other reasonable means. You may provide notices to Niibu by mail to the address in Section 26 or by email to legal@niibu.com.

22.6 No Third-Party Beneficiaries

This Agreement is for the sole benefit of you and Niibu and does not create any third-party beneficiary rights, except that Niibu's Affiliates, directors, officers, employees, agents, and licensors are intended third-party beneficiaries of the indemnification and limitation of liability provisions.

22.7 Relationship of the Parties

Nothing in this Agreement creates any partnership, joint venture, employment, agency, or fiduciary relationship between you and Niibu. Neither party has authority to bind the other or to incur any obligation on behalf of the other.

22.8 Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

22.9 Language

This Agreement is drafted in English. If this Agreement is translated into any other language and there is a conflict between the English version and the translated version, the English version shall prevail, except where prohibited by local law.

22.10 Electronic Signatures

You agree that this Agreement and any other agreements, notices, or other communications regarding your Account or the Services may be provided to you electronically, and that your electronic acceptance or use of the Services constitutes your electronic signature to this Agreement.

23. Region-Specific Provisions

23.1 United States — California

California residents: Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.

23.2 European Union and European Economic Area

For EU/EEA users: (a) you have the right to cancel your Subscription within 14 days of purchase without giving a reason; (b) nothing in this Agreement limits mandatory consumer protection rights under EU law; (c) disputes may be submitted to the European Commission's Online Dispute Resolution platform; (d) Niibu's EU representative for GDPR purposes can be contacted through legal@niibu.com; and (e) you may bring claims in the courts of your member state of residence.

23.3 United Kingdom

For UK users: (a) you benefit from mandatory consumer protection rights under UK law, including the Consumer Rights Act 2015; (b) you have the right to cancel your Subscription within 14 days of purchase; (c) nothing in this Agreement excludes or limits our liability for death or personal injury caused by negligence, fraud, or for breach of your legal rights under UK consumer law; and (d) disputes may be referred to alternative dispute resolution providers.

23.4 Brazil

For Brazilian users: (a) you have consumer rights under the Consumer Defense Code (CDC), including the right to withdraw from distance contracts within 7 days; (b) certain liability limitations may not apply to the extent prohibited by Brazilian law; (c) your personal data is protected under LGPD; and (d) you may bring claims in Brazilian courts with jurisdiction under Brazilian law.

23.5 Canada

For Canadian users: (a) you benefit from provincial consumer protection legislation; (b) Quebec residents may bring claims in Quebec courts under Quebec law; (c) you have rights under PIPEDA and applicable provincial privacy laws; and (d) the arbitration and class action waiver provisions may be limited or inapplicable in certain provinces.

23.6 Mexico

For Mexican users: (a) you have consumer rights under the Federal Consumer Protection Law (LFPC); (b) you may file complaints with PROFECO; (c) your personal data is protected under the Federal Law on Protection of Personal Data; and (d) certain provisions of this Agreement may be limited by mandatory Mexican consumer protection law.

23.7 Argentina

For Argentine users: (a) you have consumer rights under the Consumer Defense Law No. 24.240, including the right to withdraw from distance contracts within 10 days; (b) your personal data is protected under Law No. 25.326; (c) certain liability limitations may not apply; and (d) you may bring claims in Argentine courts.

24. Additional Legal Provisions

24.1 Government Users

If you are a U.S. federal, state, or local government entity using the Services in an official capacity, the following applies: (a) the Services constitute "commercial computer software" under Federal Acquisition Regulations and Defense Federal Acquisition Regulations Supplement; and (b) government users receive only those rights granted to non-government users under this Agreement.

24.2 Compliance with Laws

Each party shall comply with all applicable laws, regulations, and governmental orders in connection with this Agreement. Without limiting the foregoing, you shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and UK Bribery Act.

24.3 Injunctive Relief

Notwithstanding the arbitration provisions of this Agreement, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or confidential information, or to prevent irreparable harm pending arbitration.

24.4 Statute of Limitations

To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This limitations period does not apply where prohibited by applicable law.

24.5 Anti-Money Laundering

You agree not to use the Services for money laundering, terrorist financing, or any other financial crimes. Niibu reserves the right to report suspicious activity to appropriate authorities and to terminate Accounts involved in such activity.

25. Changes to Services

25.1 Right to Modify Services

Niibu reserves the right at any time to modify, suspend, or discontinue the Services, or any part thereof, temporarily or permanently, with or without notice. We may add, change, deprecate, remove, or impose limits on features or functionality. We will endeavor to provide reasonable notice of material changes that significantly affect your use of the Services.

25.2 Service Discontinuation

If we permanently discontinue the Services or any material feature, we will: (a) provide at least thirty (30) days' advance notice where practicable; (b) allow you to export your data where technically feasible; and (c) provide pro-rata refunds for prepaid Subscription fees covering the period after discontinuation, unless discontinuation is due to your breach or Force Majeure.

25.3 No Liability for Changes

You agree that Niibu shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof, except as expressly provided in Section 25.2.

26. Contact Information

General Contact
Niibu Inc.
2248 Broadway #1978
New York, NY 10024
United States
support@niibu.com
www.niibu.com
Legal Inquiries
legal@niibu.com
Privacy Inquiries
privacy@niibu.com
Billing Inquiries
billing@niibu.com
Copyright & DMCA Notices
legal@niibu.com

Attn: Copyright Agent

EU Representative (GDPR)
eurepresentative@niibu.com
Acknowledgment

BY USING THE NIIBU SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

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The Human Intelligence Cloud™ and TimeToken™ are trademarks of Niibu Inc.