Terms and Conditions

TruCredentials Inc. (the "Company") Effective Date: October 31, 2025

1. Acceptance and Service

1.1. Acceptance: By accessing or using the Service, you agree to these Terms and represent that you have the authority to bind your entity (the Customer/University) to this agreement.

1.2. Service Grant: The Company grants a limited, non-exclusive, non-transferable, revocable right to access and use the Service for internal student recruitment and admissions purposes during the Subscription Term.

2. Customer Data and Intellectual Property

2.1. Customer PII Ownership: You (the Customer/University) retain all right, title, and interest in and to the Customer Data, including all Personally Identifiable Information (PII). The Company’s right to PII is limited to processing it as necessary to provide the Service under your instruction. 2.2. Ownership of Non-Personal Data (NPD): You acknowledge and agree that the Company may aggregate, anonymize, and de-identify Customer Data. You hereby assign and transfer to the Company all right, title, and interest in and to the resulting Non-Personal Data (NPD). The Company shall be the sole and exclusive owner of all NPD and may use it without restriction for any lawful purpose, including product enhancement, and improving its AI/Machine Learning models. 2.3. Company IP: All intellectual property rights in the Service (software, AI models, documentation) are exclusively owned by the Company.

3. Customer Responsibilities and Compliance

3.1. Compliance with Laws: You are responsible for ensuring your use of the Service and the transfer of Customer Data complies with all applicable laws, including FERPA, GDPR, and CCPA/CPRA. 3.2. Prohibited Conduct: You shall not (a) resell, lease, or distribute the Service; (b) attempt unauthorized access to the Service; or (c) use the Service to transmit unlawful material.

4. Warranties and Indemnification

4.1. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

4.2. Customer Indemnity: You will defend the Company against any third-party claim related to (a) your breach of compliance with privacy laws (e.g., lack of necessary rights/consents for data upload), or (b) any claim alleging that the Customer Data infringes the rights of a third party.

5. Limitation of Liability

5.1. EXCLUSION OF DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUES, LOST PROFITS, OR LOSS OF DATA.

5.2. LIABILITY CAP: IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY (AND ITS AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES) TO ANY PARTY EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

5.3. Exceptions: The limitations above shall not apply to liability arising from a party's indemnification obligations or a party's gross negligence or willful misconduct.

6. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware.