Nyad Terms of Service

Effective Date: May 8, 2026 Last Updated: May 8, 2026

These Terms of Service (“Terms”) govern your access to and use of the Nyad platform and services

(“Service”) provided by Nyad, Inc. (“Nyad,” “we,” “us,” or “our”). By accessing or using the Service, you

agree to be bound by these Terms. If you are using the Service on behalf of an organization, you agree

to these Terms on behalf of that organization and confirm that you have authority to do so.

1. The Service

Nyad provides an AI-powered software platform that delivers biological insights, operational guidance,

and compliance support for wastewater treatment operations (the “Service”). The Service is provided as

a cloud-hosted, subscription-based software application. Nyad may update features, functionality, and

underlying models from time to time, provided that material decreases in functionality will be communicated

with reasonable notice.

2. Your Account

You must provide accurate, complete information when creating an account. You are responsible for

maintaining the confidentiality of your login credentials and for all activity occurring under your account.

You agree to notify us promptly at chris@nyad.ai if you become aware of any unauthorized use of your

account or any other breach of security.

3. Permitted Use

We grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service

during your subscription term, solely for your internal business operations. You may allow your authorized

employees and contractors (“Users”) to access the Service under your account, and you are responsible

for each User’s compliance with these Terms.

4. Restrictions

You agree not to, and will not permit any User or third party to:

• Reverse engineer, decompile, or disassemble any part of the Service, or attempt to derive the source

code or underlying models;

• Copy, modify, translate, or create derivative works of the Service;

• Resell, sublicense, rent, lease, or make the Service available to any third party other than authorized

Users;

• Use the Service to build, train, fine-tune, or evaluate any competing product, model, or service, or for

competitive benchmarking, without Nyad’s prior written consent;

• Use the Service or its outputs to train any machine-learning model or to create any competing dataset;

• Use the Service in a manner that violates any applicable law or regulation;

• Attempt to gain unauthorized access to the Service or any related systems, networks, or data;

• Transmit malicious code, viruses, or harmful data through the Service; or

• Remove, obscure, or alter any proprietary notices or labels on or in the Service.

Nyad Terms of Service · Page 1 of 55. Your Data

“Customer Data” means any data you or your Users submit to the Service. You retain all ownership rights

in your Customer Data. You grant Nyad a limited, non-exclusive, worldwide right to access, host, copy,

process, and transmit Customer Data solely to provide, secure, and support the Service for you.

Nyad may generate aggregated or de-identified data derived from Customer Data (“Aggregated Data”)

and may use Aggregated Data to operate, improve, and develop the Service, to train and evaluate models,

and to produce analytics and benchmarks, provided that Aggregated Data does not identify you, any User,

any individual, or any facility, and is not shared in a form that permits re-identification.

Nyad will not share your Customer Data with third parties except as necessary to provide the Service, as

required by law, or with your consent. Our handling of personal data is described in our Privacy Policy,

which is incorporated into these Terms. For Customers whose use of the Service involves the processing

of personal data on their behalf, a Data Processing Addendum is available on request and will govern that

processing.

6. AI-Generated Outputs

The Service uses artificial intelligence to provide operational insights and recommendations. These

outputs are intended to assist, not replace, the professional judgment of qualified operators, engineers,

and compliance personnel. Nyad does not guarantee the accuracy, completeness, or suitability of any AI-

generated output for any specific situation, facility, process, or regulatory context.

Nyad is not providing engineering, legal, regulatory, or other professional advice. Outputs must be

reviewed by a qualified, licensed wastewater operator or engineer before being relied upon for any

compliance, permitting, discharge, public-health, or safety decision. The Service is not a substitute for

required monitoring, sampling, reporting, or recordkeeping under applicable permits or laws (including

the U.S. Clean Water Act and equivalent state, federal, and international regulations). You are solely

responsible for all decisions and actions taken based on the Service’s outputs.

7. Fees and Payment

You agree to pay the fees set forth in your order or subscription plan. Unless otherwise stated, fees

are quoted in U.S. dollars, are non-refundable, and are due in advance. We may update pricing upon

renewal with at least 60 days’ prior notice. Amounts past due may accrue interest at 1.5% per month or the

maximum rate permitted by law, if lower. You are responsible for any taxes other than Nyad’s income taxes.

8. Term and Termination

These Terms begin when you first access the Service and continue for the duration of your subscription.

Subscriptions automatically renew for successive periods of equal length unless either party provides

written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate these Terms if the other party materially breaches and fails to cure within 30

days of written notice. We may also suspend your access immediately if we reasonably believe your use

of the Service poses a security risk, infringes third-party rights, or violates these Terms.

Upon termination, your right to use the Service ceases. You may request a copy of your Customer Data

within 30 days of termination, after which Nyad may delete it. Upon your written request made within

Nyad Terms of Service · Page 2 of 5that 30-day window, Nyad will delete Customer Data from production systems within 60 days, subject to

backup retention schedules and any applicable legal hold or regulatory preservation requirements.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection

with the Service (“Confidential Information”). Neither party will use the other party’s Confidential

Information except as needed to fulfill its obligations under these Terms, and each party will protect it with

at least the same care it uses for its own confidential information (and no less than reasonable care). This

obligation does not apply to information that is publicly available through no fault of the receiving party,

is independently developed without use of the disclosing party’s Confidential Information, or is lawfully

received from a third party without a duty of confidentiality. Each party’s confidentiality obligations survive

termination of these Terms for three (3) years, and indefinitely for trade secrets.

9.1 Public Records and Sunshine Laws

Customer acknowledges that Nyad’s AI models, model weights, prompts, training methods, evaluation

metrics, system architecture, security controls, audit logs, and product documentation (collectively, “Nyad

Trade Secrets”) are designated trade secrets and Confidential Information of Nyad, exempt from public

disclosure to the maximum extent permitted by applicable law.

If Customer is a public agency or otherwise becomes subject to a request under any federal, state, or local

public-records, freedom-of-information, sunshine, or open-meetings law (a “Public Records Request”)

that seeks Nyad Trade Secrets or other Nyad Confidential Information, Customer will:

• Promptly notify Nyad in writing before disclosure, with sufficient time for Nyad to respond;

• Reasonably cooperate, at Nyad’s expense, so that Nyad may assert applicable exemptions, request

redactions, or seek a protective order or other appropriate relief; and

• Limit any compelled disclosure to the minimum information legally required.

Any disclosure compelled by law shall not constitute a waiver of confidentiality, trade-secret protection, or

intellectual-property rights.

10. Intellectual Property

Nyad and its licensors own all rights in and to the Service, including all software, algorithms, models,

documentation, and trademarks. Nothing in these Terms transfers any ownership to you. Any feedback,

suggestions, or ideas you provide about the Service may be used by Nyad without restriction or obligation

to you.

11. Warranties and Disclaimers

Nyad warrants that the Service will perform materially in accordance with its documentation during

your subscription term. If it does not, your sole and exclusive remedy is for Nyad to use commercially

reasonable efforts to correct the issue within a reasonable period; if Nyad is unable to do so, you may

terminate the affected portion of the Service and receive a pro rata refund of prepaid, unused fees.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICE IS PROVIDED “AS IS.” NYAD

DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NYAD

Nyad Terms of Service · Page 3 of 5DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT

WILL MEET YOUR SPECIFIC REQUIREMENTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY

UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO NYAD IN THE TWELVE

(12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR

BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this Section reflect an allocation of risk between the parties and will apply even if any

limited remedy fails of its essential purpose. Negotiated enterprise agreements may separately modify

these limits.

13. Indemnification

You agree to defend, indemnify, and hold Nyad harmless from any third-party claims, losses, or expenses

(including reasonable attorneys’ fees) arising from: (a) your use of the Service in violation of these Terms;

(b) your Customer Data; or (c) your violation of any applicable law.

Nyad agrees to defend, indemnify, and hold you harmless from any third-party claim that the Service, as

provided by Nyad and used in accordance with these Terms, infringes a valid patent, copyright, or trade

secret, provided that you promptly notify Nyad of the claim, give Nyad sole control of the defense and any

settlement, and provide reasonable cooperation.

If the Service is or may become subject to an infringement claim, Nyad may, at its option: (a) procure the

right for you to continue using the Service; (b) modify the Service so that it is non-infringing while retaining

materially equivalent functionality; or (c) terminate the affected Service and refund any prepaid, unused

fees. Nyad has no obligation for claims arising from your Customer Data, unauthorized modifications, or

use of the Service in combination with anything not provided or approved by Nyad. This Section states

Nyad’s entire liability and your exclusive remedy for any infringement claim.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Any dispute arising under these Terms will be resolved exclusively in the state or federal courts located in

Delaware, and both parties consent to personal jurisdiction in those courts. Notwithstanding the foregoing,

either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its

intellectual property or Confidential Information.

15. General

Entire Agreement. These Terms, together with any order form, subscription plan, Data Processing

Addendum, or other document expressly referenced, constitute the entire agreement between you and

Nyad regarding the Service and supersede any prior or contemporaneous agreements on the same

subject.

Nyad Terms of Service · Page 4 of 5Amendments. We may update these Terms from time to time. For material changes, we will provide

at least 30 days’ advance notice, and, where required by applicable law, will obtain your affirmative

acceptance before the changes take effect. For non-material changes, continued use of the Service after

the changes take effect constitutes acceptance.

Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment

obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war,

terrorism, civil unrest, pandemics, labor disputes, utility or internet outages, or governmental action.

Export and Sanctions Compliance. You will comply with all applicable export control and sanctions laws,

including those of the United States, the European Union, and the United Kingdom. You represent that

you are not located in, and will not use the Service from, a country or region subject to comprehensive

U.S. sanctions, and that you are not a restricted or prohibited party.

Publicity. Neither party will use the other party’s name, logo, or trademarks in any public materials without

prior written consent, except that Nyad may identify you as a customer by name and logo in customer

lists and on its website, unless you opt out by emailing chris@nyad.ai.

Assignment. You may not assign these Terms without Nyad’s prior written consent. Nyad may assign

these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue

in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make

it enforceable while preserving its original intent.

Waiver. Failure to enforce any right under these Terms does not constitute a waiver of that right.

Notices. Notices to Nyad should be sent to legal@nyad.ai. Notices to you will be sent to the email address

associated with your account.

Independent Contractors. The parties are independent contractors. These Terms do not create any

partnership, joint venture, or agency relationship.

16. Contact Us

Nyad, Inc.

Innovation Depot, 1500 1st Avenue North, Birmingham, AL 35203, United States

Email: legal@nyad.ai

Web: nyad.ai/contact

Virginia Szepietowski, Co-founder · virginia@nyad.ai · +1 (205) 222-1591

Nyad Terms of Service · Page 5 of 5