User Terms of Service

Last Updated: 01/25/26

Aaru’s platform (the “Aaru Platform”) is for use by clients or other parties invited to use this Aaru Platform in connection with services delivered under the Aaru services agreement with Aaru, Inc. (“Aaru”). The Aaru Platform provides the ability for two way communication between you and Aaru and serves exclusively as a secure environment to transmit documents and information relating to simulations pursuant to a services agreement. (the “Services Agreement”) between Aaru the legal entity for which you work as an employee, partner, director, principal or contractor or otherwise (“Customer”).

Your right to access and use the Aaru Platform is subject to your acceptance of the terms set out below (the “Agreement”) on behalf of both yourself and Customer.

By using the Aaru Platform, you are indicating that: (1) you have read and agreed to be bound by this Agreement and the terms of the Aaru Privacy Policy, which are incorporated herein by reference. You can find these terms at https://aaru.com/policies/privacy, and (2) where you are acting on behalf of Customer, that you have authority to bind the Customer, and in such case "you" or "your" in these Terms will mean the user or the Customer you represent, as applicable.

This Agreement can be updated from time to time in accordance with Section 9.1 below. You are responsible for regularly reviewing the most recent version of this Agreement.

  1. TERM AND TERMINATION.

    1. Term. Your access to the Aaru Platform will start on the date of the creation by Aaru of your portal account and will end after you or another representative of Customer that has authority to manage the account has asked Aaru to close your Aaru Platform account.

    2. Termination. You agree that Aaru shall have the right to change, suspend, or discontinue some or all aspects of the Aaru Platform or terminate this Agreement for any reason at Aaru’s sole discretion and at any time without further liability to you by providing you with seven (7) days advance notice. Aaru reserves the right to terminate your access to the Aaru Platform immediately if you are in breach of this Agreement or if Aaru has any concerns relating to the security of the Aaru Platform or unauthorized access.

    3. Content Deletion. All content shared by you or Aaru in the Aaru Platform in relation to the Services Agreement may be retained in the Aaru Platform for thirty (30) days following the termination of the Agreement. Following such 30-day period Aaru may delete and permanently destroy any information remaining in the Aaru Platform.

  2. ACCESS AND USE

    1. Passwords. You are responsible for maintaining the confidentiality of passwords used to access the Aaru Platform and shall not share your password or login information with anyone. Accordingly, you agree that you are solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your Aaru Platform account, you should change your password and must notify Aaru immediately.

    2. Aaru Platform Administrator. The Aaru Platform administrator for your account will be responsible for managing, granting, restricting, securing and modifying access and permissions for all users accessing the portal on behalf of Customer. The Aaru Platform Administrator may only provision access to individuals with email addresses on Customer's corporate domain.

    3. Acceptable Use of the Aaru Platform and User Restrictions. You will not, and shall ensure your authorized users will not: (a) You may not provide, copy, modify, distribute, sell, or lease any part of the Aaru Platform to any third party; (b) reverse engineer or attempt to extract the source code of the Aaru Platform; (c) remove any proprietary or legal notices or labels displayed on the Aaru Platform; (d) create a derivative work of any part of the Aaru Platform; (e) intentionally use the Aaru Platform for any unlawful purpose; (f) use any automated system or software, whether operated by a third party or otherwise, to extract any data from the Aaru Platform; (e) upload, transmit, or cause to be uploaded or transmitted, any data that is subject to heightened privacy or security requirements by law or regulations, including, without limitation, any personal financial or medical information of any nature, or any sensitive personal data; (f) introduce any malware or other malicious activity in the Aaru Platform; or (g) introduce, post, or upload to the Aaru Platform any content that (i) is illegal under applicable law, rule, or regulation; (ii) violates any third party right, including intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; or (iv) violates any Aaru terms or policies.

    4. Suspension of Your Access to the Aaru Platform. Aaru may without liability or prejudice to our other rights suspend a user’s or Customer’s Aaru Platform account or remove or disable any content which Aaru reasonably and in good faith believes is in violation of this Agreement or any applicable laws or regulations.

  3. PRIVACY AND SECURITY. Aaru will (a) use commercially reasonable efforts to establish and maintain technical safeguards designed to prevent the unauthorized access, use, storage, or disclosure of your data and (b) comply with all applicable privacy and data protection requirements in its performance of the Services.

  4. LICENSE TO USE THE AARU PLATFORM. Subject to the terms and conditions of this Agreement, the Services Agreement, and payment of all fees due, Aaru grants to you and Customer a non-exclusive (except as expressly set forth in this Agreement), worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use the Aaru Platform. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Aaru Platform and related services.

  5. INTELLECTUAL PROPERTY

    1. Aaru Intellectual Property. As between the parties, Aaru and its licensors exclusively own retain all right, title, and interest, including all intellectual property rights therein, in and to the Aaru Platform and all other software, technology, text, graphics, photos, sounds, videos, interactive features and any trademarks, service marks, and logos contained therein, created by or for, or licensed to, Aaru, together with any updates to or outputs or derivative works of the foregoing (“Aaru Intellectual Property”). Except for the rights and licenses expressly granted in this Agreement, Aaru, on behalf of itself and its licensors, reserves all rights in the Services, including any machine-learning model used in the Aaru Technology.

    2. Feedback. Notwithstanding anything to the contrary, if Customer provides Aaru with feedback, such as suggestions or ideas regarding the Aaru Technology, then Aaru has the irrevocable right to exercise all rights in such feedback without restriction.

  6. DISCLAIMER. TO THE MAXIMUM EXTENT ALLOWED BY LAW, AARU DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. YOU AGREE THAT USE OF THE CLIENT PORTAL IS AT YOUR SOLE RISK. THE CLIENT PORTAL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

  7. LIMITED LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR LOSS OF BUSINESS OR REPUTATION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AARU’s TOTAL, CUMULATIVE LIABILITY RELATED TO THIS AGREEMENT WILL BE LIMITED FIVE THOUSAND DOLLARS ($5,000). MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

  8. INDEMNIFICATION. You and Customer agree to jointly and severally defend, indemnify, and hold Aaru harmless from any claims, damages, losses, liabilities, costs, and expenses (including but not limited to reasonable legal fees) arising from: (i) your violation of any term of this Agreement; or (ii) your violation of any third party right, including without limitation any privacy, copyright, or other intellectual property right. This defense and indemnification obligation will survive this Agreement and your use of the Client Portal.

  9. MISCELLANEOUS

    1. Amendment. You agree that Aaru may modify this Agreement at any time. By using the Client Portal, you agree to be bound by any such modifications and should therefore periodically visit this page and the Client Portal to determine the current terms and conditions of use to which you are bound.

    2. Relationship. The parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or other relationship.

    3. Notices. You will send all notices related to this Agreement in writing to ned@aaruaaru.com. Aaru will send all notices related to this Agreement in writing to you to the email address provided by you during account creation. Each party may update the email address used for its receipt of notices by providing written notice to the other party.

    4. Assignment. Neither party may assign its rights or obligations under this Agreement without the other’s prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. Notwithstanding the foregoing, Aaru may assign or this Agreement in its entirety to any Aaru affiliate. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties, their respective successors, and permitted assigns.

    5. Governing Law. This Agreement will be governed by the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Any disputes arising out of or related to this Agreement will be heard only in a federal or state court in the State of Delaware. Customer and Aaru waive any objection to venue in any such courts.

    6. Arbitration. Any dispute, controversy or claim initiated by either party arising under or in connection with this Agreement or the breach thereof will be finally resolved by binding arbitration. Any such arbitration will be held in the State of Delaware, United States, and conducted under the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed in accordance with such rules. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court. Notwithstanding the foregoing, each party will have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrators hereunder or pending the arbitrators’ determination of any dispute, controversy or claim hereunder.

    7. Trade Laws. The activities governed by this Agreement, including access to and usage of the Services, are subject to the U.S. Export Administration Regulations, the regulations of the U.S. Office of Foreign Assets Control, and may also be subject to similar laws of other jurisdictions (collectively, “Trade laws”). Customer agrees to fully comply with the Trade laws that apply to Customer’s activities governed by this Agreement, including prohibitions against usage by restricted persons, for certain end-uses, and in territories embargoed by then-current Trade laws (Cuba, Iran, Syria, North Korea, and the Ukrainian regions of Crimea, Luhansk, and Donetsk). Customer represents and warrants that Customer is not restricted or sanctioned by applicable Trade laws, including trade sanctions laws.

    8. U.S. Government Rights. This Section applies to the extent that the Services are used by or in support of the U.S. Government. The Services are commercial items, and any software therein is commercial computer software (per Federal Acquisition Regulation (“FAR”) 12.211 and 12.212 and Department of Defense FAR Supplement (“DFARS”) 227.7202, as applicable). Government customers will have only those rights in technical data, computer software, and computer software documentation (collectively, “data”) set forth in these commercial terms of use, except that Department of Defense customers may acquire additional rights in technical data pursuant to DFARS 252.227-7015(b). This provision applies in lieu of any FAR, DFARS, or other data rights clause or provision.

    9. Severability. If any term (or part of a term) of this Agreement is held to be invalid, illegal or unenforceable, such term (or part of a term) is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

    10. Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

    11. Construction. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at such URLs.

    12. Order of Precedence. This Agreement shall not modify any terms of the Services Agreement which shall continue in full force and effect. If any portion of this Agreement is expressly inconsistent with the Services Agreement, this Agreement will take precedence solely with respect to the Client Portal, unless the Services Agreement expressly recites the parties’ intent to supersede specific terms herein.

    13. Entire Agreement. This Agreement and the Services Agreement constitute the entire understanding of the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings of the parties with respect to such subject matter.