Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the website, platform, and therapist‑training solutions (collectively, the "Services") provided by Noesis Dynamics Inc., a Delaware corporation ("Noesis Dynamics," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

You represent and warrant that you are at least 18 years old (or the age of majority in your jurisdiction) and have the authority to enter into these Terms on your own behalf or on behalf of the organization you represent.

Geographic Availability. The Services are intended for use solely by individuals located in the United States. We do not offer or target the Services to individuals located outside the United States, including the European Union, European Economic Area, or the United Kingdom. If you access or use the Services from outside the United States, you do so at your own risk and are not authorized to use the Services.

2. Services and Purpose

Noesis Dynamics provides AI‑powered tools intended for professional education, training, and skills development for mental health therapists and related professionals.

THE SERVICES ARE PROVIDED FOR TRAINING AND EDUCATIONAL PURPOSES ONLY. THE SERVICES ARE NOT INTENDED FOR CLINICAL USE, IN A CLINICAL SETTING, FOR THE TREATMENT OF ACTUAL PATIENTS, OR FOR THE PROVISION OF ANY HEALTHCARE OR MEDICAL SERVICES. The Services are not a substitute for medical, psychological, or other professional advice, diagnosis, or treatment, and are not intended for use in clinical or medical or emergency or crisis situations.

The Services provide automated feedback and recommendations regarding clinical communication styles and techniques. You acknowledge that Noesis Dynamics is providing a software tool for self-reflection and skills-practice, not a formal program of instruction or professional training. The Services do not constitute, and are not a substitute for, supervised clinical hours, formal educational requirements, or any professional development mandated by licensing boards or regulatory bodies. You are solely responsible for determining whether the recommendations provided are appropriate for your specific professional context.

HIPAA DISCLAIMER: Noesis Dynamics is not a HIPAA-covered entity or a "Business Associate" as defined by the Health Insurance Portability and Accountability Act (HIPAA). The Services are not HIPAA-compliant.

Prohibition on Protected Health Information (PHI): You are strictly prohibited from uploading, inputting, transmitting, or otherwise making available through the Services any Protected Health Information (PHI) or any information that identifies or could reasonably be used to identify a real individual or patient, as defined under HIPAA or other applicable health privacy laws.

Services may be used by therapist interns working under the supervision of a licensed professional (the "Supervisor"). This provision applies only when a supervisor‑intern relationship exists. Supervisors will have access to the training sessions undertaken by their interns, including training scripts and outputs generated from those sessions, for the purpose of providing constructive feedback and monitoring professional development. By engaging in the supervisor‑intern relationship, both the Supervisor and the Intern agree to be bound by these Terms and Conditions in relation to the use of the Services. Noesis Dynamics does not establish or facilitate any supervisor‑intern relationship and is not responsible for the existence or management of such relationships, and supervisors and interns are solely responsible for any supervisory, educational, evaluative, or clinical decisions or actions they take in connection with or in reliance on the Services or any AI‑generated outputs. Noesis Dynamics will not be responsible or liable for any such decisions, actions, omissions, or outcomes, even where they are influenced by errors, inaccuracies, omissions, or biases in model outputs, and makes no guarantees regarding any outcomes of supervision, training, or clinical practice.

Any violation of this prohibition constitutes a material breach of these Terms and may result in immediate suspension or termination of your account and access to the Services, without notice, in addition to any other remedies available at law or in equity.

You acknowledge and agree that Noesis Dynamics has no obligation to monitor, detect, or remove PHI, and disclaims all responsibility and liability arising from your failure to comply with this prohibition. Any handling, review, restriction, or removal of PHI or prohibited information by Noesis Dynamics is discretionary, conducted solely for incident response, compliance, or remediation purposes, and does not create any obligation to monitor, proactively detect, or routinely review user content.

You represent and warrant that you are a licensed mental health therapist, mental health professional, mental health student under supervision, student in an educational institution pursuing a degree in mental health or a related field, or other qualified professional using the Services solely for professional training purposes.

You remain solely responsible for:

• Your professional decisions and actions.
• Any use of the Services in clinical or training contexts.
• Ensuring that your use complies with applicable laws, regulations, and professional standards.

User Responsibility and No Guarantees: You are solely responsible for all decisions, actions, omissions, and professional or clinical conduct you take or refrain from taking in connection with or in reliance on the Services or any AI‑generated outputs. This includes, without limitation, any actions taken in reliance on, or influenced by, any errors, inaccuracies, omissions, or biases in Noesis Dynamics' models or outputs. Noesis Dynamics does not provide clinical, medical, legal, or other professional advice and makes no guarantees, representations, or warranties regarding the accuracy, completeness, suitability, effectiveness, or outcomes of any AI‑generated content, recommendations, or training feedback. Noesis Dynamics will not be responsible or liable for any action you take or fail to take, even if based in whole or in part on outputs from the Services.

The Services are not monitored by clinical professionals and are not equipped to respond to real-world reports of self-harm or threats to others. If you or a client is in immediate danger, contact local emergency services or a crisis hotline.

3. DATA USE AND MODEL TRAINING

We want to be transparent about how data is used in our AI therapist‑training solution. This section is intentionally placed near the top of these Terms so that you can easily understand these practices.

DEFINITION OF AI TECHNOLOGY.

For purposes of these Terms, "AI" or "AI Technology" refers to the artificial intelligence, machine learning, and generative models (including large language models or "LLMs") utilized by Noesis Dynamics to power the Services. This technology generates outputs based on patterns in data rather than just specific, pre-programmed instructions.

DEFINITION OF INTERACTION DATA.

For purposes of these Terms, "Interaction Data" means data and information generated through a user's interaction with the Services, including prompts, inputs, responses, conversation flows, simulated scenarios, annotations, feedback, training exercises, system-generated outputs, and associated usage and technical metadata (such as timestamps, feature usage, and session information). Interaction Data does not include Protected Health Information or real patient data, which users are prohibited from submitting under these Terms.

USE OF INTERACTION DATA FOR MODEL TRAINING

WE USE INTERACTION DATA (AS DEFINED ABOVE) GENERATED WHEN USERS INTERACT WITH OUR THERAPIST-TRAINING SOLUTION TO TRAIN, TUNE, AND IMPROVE OUR AI MODELS AND RELATED SERVICES.

THIS INCLUDES USING SUCH DATA TO ENHANCE MODEL ACCURACY, SAFETY, ROBUSTNESS, AND RELEVANCE IN A THERAPIST-TRAINING CONTEXT AND OTHER ASSOCIATED CONTEXTS WHERE EMOTIONAL MODELING OR COMMUNICATION SKILLS ARE RELEVANT.

Limited use of personal information in training

We will not intentionally use personal information as training data for our models, except:

• Where necessary and limited to providing technical support, human-in-the-loop review, troubleshooting, or quality assurance for a specific user or account; or
• Where data has been de-identified, aggregated, or anonymized, such that individuals are not reasonably identifiable.

When personal information is processed for support purposes or human-in-the-loop purposes, it is used only to resolve the specific issue and is not added to general training datasets in identifiable form.

Human-in-the-Loop Clarification

Any human review referenced in these Terms is limited to technical quality assurance, safety evaluation, cybersecurity assessment, troubleshooting, or user support functions. Such review does not constitute clinical supervision, clinical monitoring, therapeutic oversight, or review by licensed healthcare professionals, and is not intended to detect, assess, or respond to real-world clinical conditions, emergencies, or patient situations.

Aggregated and Demographic Analysis

We may use aggregated and de-identified demographic or statistical data derived from user activity to evaluate and improve the Services, including assessing model performance, safety, and fairness across user populations. Such data is not used to identify individual users and is not linked to user accounts in a way that reasonably identifies a person.

Limited Sensitive Demographic Data. We may process limited sensitive demographic information (such as race or similar characteristics) in de-identified or aggregated form solely for purposes of evaluating model performance, demographic usage, demographic characteristics, safety, fairness, and bias. Such data is not used to identify individual users and is governed by our Privacy Policy.

No sale of personal information

We do not sell or share personal information as those terms are defined under the California Consumer Privacy Act (CCPA).

We may share de-identified or aggregated data that does not reasonably identify any individual, for purposes such as research, analytics, or product improvement.

Responsibility for third-party personal information

If you input personal information relating to third parties (for example, patients, clients, or case examples), you are responsible for:

• Ensuring that such input is lawful and consistent with your professional and ethical obligations.
• Anonymizing or de-identifying such information to the greatest extent feasible before using it in the Services.
• Obtaining any consents or authorizations required under applicable law (including any health-information or privacy regulations).

Our collection, use, and protection of personal information are further described in our Privacy Policy.

Consent to Training Use

By accessing or using the Services, you expressly acknowledge and consent that data generated through your interactions with the Services—including prompts, inputs, outputs, conversation flows, annotations, feedback, and usage metadata—may be used by Noesis Dynamics to train, tune, evaluate, and improve its data models and related Services, as described in this Section.

If you do not agree to this use of interaction data, you must not access or use the Services.

4. Accounts and Security

To use certain features, you may need to create an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your login credentials.
• All activities that occur under your account.
• Notifying us promptly of any unauthorized use or security breach.

We reserve the right to suspend or terminate accounts that violate these Terms or present security or misuse risks.

Supervisors, if applicable and for the duration of the supervisory relationship, will be granted access to the training sessions, scripts, and progress of their interns. This supervisor access is only applicable when a supervisor-intern relationship has been established by the user (therapy practice, institution, or other entity), and Noesis Dynamics does not establish or facilitate such relationships. Supervisors are responsible for maintaining the confidentiality of intern data and ensuring that access to such data is used strictly for educational and supervisory purposes in accordance with these Terms.

5. CALIFORNIA CONSUMER RIGHTS

To the extent Noesis Dynamics is subject to the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA, and together, the "California Privacy Laws"), California residents may have certain rights regarding their personal information. These rights may include the right to request access to, correction of, or deletion of personal information, and the right to opt out of the sale or sharing of personal information, as those terms are defined under applicable law.

Noesis Dynamics does not sell or share personal information as those terms are defined under the California Privacy Laws.

For a description of any rights that may apply and instructions on how to exercise them, please review our Privacy Policy.

6. Payments and Refunds

Fees: Certain Services may require payment of fees. You agree to pay all applicable fees as described on the website at the time of purchase or subscription.

Billing: We use third-party payment processors to handle transactions. By providing payment information, you represent that you are authorized to use the payment method.

No Refunds: Unless otherwise required by law or specified in a separate written agreement, all purchases and subscription fees are non-refundable.

Changes: We reserve the right to change our pricing at any time. For subscription-based services, price changes will take effect at the start of the next billing cycle following notice. Failure to pay applicable fees may result in suspension or termination of access without notice.

7. Acceptable Use

You agree not to:

• Use the Services for unlawful, harmful, or discriminatory purposes.
• Input content that infringes, misappropriates, or violates any third‑party rights.
• Attempt to reverse engineer, decompile, or otherwise access the underlying models or source code.
• Circumvent, disable, or interfere with security or access controls.
• Use the Services to generate or disseminate content that is harmful, abusive, harassing, hateful, misleading, or otherwise inconsistent with professional standards.

We may monitor use of the Services only to the extent reasonably necessary to maintain security, improve performance, and enforce these Terms.

8. User Content

"User Content" means any information, data, text, audio, video, transcripts, annotations, or other content that you upload, input, or otherwise make available through the Services, including content generated during therapist‑training sessions.

You retain ownership of your User Content, subject to the rights granted below.

Interns are responsible for the content they input into the Services, and supervisors may have access to review such content only if a supervisor-intern relationship exists. Supervisors will only use this data for professional development and training purposes. Noesis Dynamics does not establish the supervisor-intern relationship and has no responsibility for the content, review, or critique process between interns and supervisors. Supervisors are prohibited from sharing, distributing, or using intern content for any purpose outside of training.

For the avoidance of doubt, supervisors and interns are solely responsible for the use of User Content and AI‑generated outputs in any supervisory, educational, training, or clinical context. Noesis Dynamics is not responsible or liable for any supervisory feedback, evaluations, decisions, or other actions or omissions by supervisors or interns based on such content or outputs and does not guarantee any particular educational, professional, or clinical outcome.

You grant Noesis Dynamics a worldwide, non‑exclusive, royalty‑free, transferable, sublicensable license to:

• Host, store, reproduce, display, and process User Content as necessary to provide and maintain the Services, support you, and comply with law.
• Use de‑identified, aggregated, and/or anonymized data derived from User Content to develop, train, and improve our models, algorithms, and Services.
• Use de-identified, aggregated, and/or anonymized excerpts, snippets, or full transcripts of User Content for marketing, promotional, and illustrative purposes, including but not limited to use in case studies, presentations, social media, and advertisements, provided that such content is stripped of all identifiers that could reasonably link the content to a specific user or organization.
• Use de-identified, aggregated, and/or anonymized User Content for research, study, and academic publication purposes, including the right to share such data with university partners or other third-party collaborators authorized by Noesis Dynamics for purposes related to education, research, and technology.

Where User Content includes personal information, our use of that personal information is further governed by our Privacy Policy. Data retention practices applicable to User Content and Interaction Data are described in our Privacy Policy, including the retention of de-identified or aggregated Interaction Data for extended periods, potentially indefinitely, for purposes of model safety, integrity, and performance.

9. AI Hallucination and Bias Disclaimer

AI-SPECIFIC LIMITATIONS: You acknowledge that the Services utilize artificial intelligence and machine learning technology. As a result:

• Hallucinations: The Services may generate outputs that are factually incorrect, nonsensical, or "hallucinated."
• Bias: AI models are trained on large datasets that may contain inherent societal biases. Outputs may inadvertently reflect these biases.
• Professional Judgment: You agree that AI-generated outputs should never be used as a sole basis for professional decisions and must be reviewed by a qualified human professional for accuracy and appropriateness.

You acknowledge and agree that you, and not Noesis Dynamics, are solely responsible for any decisions, actions, or failures to act in connection with or in reliance on AI‑generated outputs, including where such outputs contain errors, omissions, or bias, and that Noesis Dynamics makes no guarantees regarding any outcomes resulting from your use of the Services.

10. Intellectual Property

All rights, title, and interest in and to the Services, including underlying software, models, algorithms, documentation, and all improvements, modifications, and derivatives thereof, are owned by Noesis Dynamics or its licensors.

Except as expressly permitted by these Terms or a separate written agreement, you may not:

• Copy, modify, adapt, translate, or create derivative works of the Services.
• Use the Services to create competing products or services.
• Remove or alter any proprietary notices or branding.

Subject to your compliance with these Terms, we grant you a limited, non‑exclusive, non‑transferable, revocable license to access and use the Services for your internal professional training and evaluation purposes.

11. Third‑Party Services

The Services may integrate or interoperate with third‑party software, platforms, or services. Your use of such third‑party services is subject to their respective terms and privacy policies. We are not responsible for third‑party services and do not endorse or control them.

12. Disclaimers

The Services are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non‑infringement, or accuracy.

Without limiting the foregoing:

• We do not warrant that the Services or model outputs will be error‑free, uninterrupted, secure, or suitable for any specific clinical or training purpose.
• AI‑generated outputs may be incomplete, outdated, or inaccurate and should be reviewed and interpreted by qualified professionals before being relied upon.
• We do not warrant that the clinical style recommendations provided by us are consistent with the standards of any specific therapeutic modality, licensing board, or ethical code. All recommendations should be viewed as illustrative suggestions and must be vetted against your own professional judgment and training.

You are solely responsible for how you use information and outputs from the Services.

13. Limitation of Liability

To the maximum extent permitted by law:

• Noesis Dynamics and its affiliates, officers, directors, employees, and agents will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for loss of profits, revenue, data, or goodwill, arising out of or in connection with these Terms or your use of the Services, even if advised of the possibility of such damages.
• Our total aggregate liability for all claims arising out of or relating to the Services or these Terms will not exceed the amount you paid to us for the Services in the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations; in those cases, the limitations will apply to the fullest extent permitted by law.

Without limiting the foregoing, you acknowledge that you are solely responsible for your own professional, educational, supervisory, and clinical decisions and actions. Noesis Dynamics shall have no liability arising out of or relating to any decisions, actions, omissions, supervision, feedback, evaluations, or outcomes resulting from your use of, or reliance on, the Services or any AI‑generated outputs, including in any supervisor‑intern relationship. Noesis Dynamics does not guarantee any particular educational, professional, clinical, or other outcome.

14. Indemnification

You agree to indemnify, defend, and hold harmless Noesis Dynamics and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services.
• Your User Content.
• Your violation of these Terms or any applicable law or third‑party rights.

15. Dispute Resolution, Mandatory Arbitration, and Governing Law

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Mandatory Arbitration

You and Noesis Dynamics agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any aspect of the relationship between you and Noesis Dynamics (including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) shall be resolved exclusively by binding individual arbitration, rather than in court, except as expressly provided below.

Governing Law

These Terms, and any dispute arising out of or relating to these Terms or the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Arbitration Administration and Location

The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its applicable rules. Unless otherwise agreed by the parties, the arbitration shall take place in the State of Delaware, or may be conducted remotely where permitted by the AAA rules.

Class Action Waiver

YOU AND NOESIS DYNAMICS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator shall not have authority to consolidate claims or to hear any form of class or representative action.

Exceptions

Notwithstanding the foregoing, Noesis Dynamics may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property, unauthorized access to the Services, or breach of confidentiality obligations.

Arbitration Costs

Payment of arbitration fees will be governed by the AAA rules, and the arbitrator may award fees and costs to the prevailing party only as permitted by applicable law.

16. Suspension and Termination

We may suspend or terminate your access to the Services, in whole or in part, at any time, with or without notice, if:

• You violate these Terms or applicable law.
• Your use poses a security, legal, or reputational risk.
• We discontinue or materially modify the Services.

Upon termination, your right to use the Services will immediately cease.

Survival. The following sections shall survive any suspension or termination of your access to the Services: Section 3 (Data Use and Model Training), Section 8 (User Content), Section 9 (AI Hallucination and Bias Disclaimer), Section 10 (Intellectual Property), Section 12 (Disclaimers), Section 13 (Limitation of Liability), Section 14 (Indemnification), and Section 15 (Dispute Resolution, Mandatory Arbitration, and Governing Law), together with any other provisions which by their nature are intended to survive termination.

17. Modifications to the Services and Terms

We may update or modify the Services and these Terms from time to time. When we make material changes to the Terms, we will provide notice by updating the "Last Updated" date and/or by other reasonable means. Your continued use of the Services after changes become effective constitutes your acceptance of the updated Terms.

18. Contact

If you have questions about these Terms, you may contact us at:

Noesis Dynamics Inc.

131 Continental Drive, Suite 305, Newark, DE 19713

info@noesisdynamics.com