Nyad Terms of Service

Effective Date: May 13, 2026 Last Updated: May 13, 2026

By checking "I agree" at signup, you ("Customer") accept these Terms with Nyad, Inc. ("Nyad") for your free trial of Nymph ("the Service").

1. Authority to bind. The person accepting these Terms represents they are authorized to bind the entity named at signup. If Nyad reasonably determines the accepter lacked authority, Nyad may suspend the trial pending written ratification by an authorized signatory.

2. Trial license and acceptable use. Nyad grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the trial term solely for Customer's internal evaluation at the wastewater facility identified at signup. Customer will not, and will not permit any user to: (a) reverse engineer, decompile, or attempt to derive the source code, models, or model weights of the Service; (b) use the Service or its outputs to train, fine-tune, evaluate, or benchmark any competing model, product, or dataset; (c) resell, sublicense, rent, or make the Service available to any third party; (d) use the Service in violation of applicable law or any third-party right; (e) attempt to gain unauthorized access to the Service or Nyad's systems; or (f) remove or alter any proprietary notices.

3. Trial term, termination, and suspension. The trial begins on acceptance and ends three (3) months later. Either party may terminate the trial at any time, immediately and without cause or notice. Nyad may also suspend access immediately if it reasonably believes Customer's use creates a security risk, infringes third-party rights, or violates these Terms. The trial does not auto-renew or convert to a paid contract.

4. Customer data. Customer retains ownership of microscopy images, operational data, and other materials uploaded to the Service ("Customer Data"). During the trial, Customer grants Nyad a worldwide, royalty-free license to use Customer Data to (a) provide the Service, (b) develop and improve the Service and Nyad's models, and (c) generate de-identified aggregate insights. After termination, Nyad's license to identifiable Customer Data ends, except Nyad may retain and use in perpetuity (i) de-identified data and (ii) any derived model weights, improvements, or aggregate insights generated during the trial. Nyad will not publicly identify Customer or its facility in marketing, case studies, or external materials without Customer's prior written consent. On termination, Customer may request export or deletion of identifiable Customer Data within sixty (60) days.

5. Decision-support disclaimer. The Service provides decision-support information based on computer vision analysis. It is not a control system, a permit-compliance tool, or a replacement for licensed operator judgment, laboratory testing, or regulatory monitoring. The Service is not intended for use in life-safety, emergency-response, or real-time process-control applications. Customer is solely responsible for plant operations, operator decisions, regulatory compliance, and any actions taken in reliance on the Service.

6. Security. Nyad will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including encryption of Customer Data in transit and at rest, role-based access controls, and logging. Nyad will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident that materially compromises Customer Data.

7. No warranty. The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, or non-infringement.

8. Customer indemnification. Customer will defend Nyad against any third-party claim arising from (i) Customer Data, (ii) Customer's use of the Service in violation of these Terms or applicable law, or (iii) any operational, regulatory, or compliance decision Customer makes in reliance on the Service, and will pay damages finally awarded or amounts in a Customer-approved settlement. Nyad will provide prompt notice, reasonable cooperation, and sole control of defense and settlement to Customer (provided no settlement imposes obligations on Nyad without consent). Nyad provides no indemnification under these Terms.

9. Limitation of liability. Except for (i) Customer's indemnification obligations under Section 8, (ii) breach of confidentiality under Section 10, (iii) Customer's misuse or unauthorized use of the Service, or (iv) liability arising from gross negligence or willful misconduct, in no event shall either party's total aggregate liability under these Terms exceed one hundred U.S. dollars ($100). Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost data, or business interruption, even if advised of the possibility.

10. Confidentiality. Each party will protect the other's non-public information ("Confidential Information") with at least reasonable care and use it only as needed for the trial. Customer Data and Nyad's product, pricing, technical, and security materials are Confidential Information of the disclosing party. Confidentiality obligations survive for three (3) years after termination, and indefinitely for trade secrets. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) already known to the receiving party without confidentiality obligation, (c) independently developed without use of Confidential Information, or (d) required to be disclosed by law, subject to Section 11.

11. Public records and trade secrets. Customer acknowledges that Nyad's models, model weights, prompts, training methods, evaluation metrics, system architecture, security controls, audit logs, and product documentation 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 entity, communications and documents exchanged under these Terms (including pricing, claims, and product details Nyad shares) may be subject to public records or FOIA disclosure. To the extent permitted by applicable law, Customer will provide Nyad reasonable advance notice of any such request affecting Nyad's Confidential Information and will cooperate, at Nyad's expense, so that Nyad may assert applicable exemptions, request redactions, or seek a protective order. Any disclosure compelled by law shall not waive Nyad's trade-secret protection, confidentiality, or intellectual-property rights.

12. Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Exclusive venue lies in the state and federal courts located in New Castle County, Delaware; if applicable law prohibits a party from agreeing to that venue, the parties' respective home jurisdictions shall apply. To the extent permitted by applicable law, each party waives any right to a jury trial.

13. Updates to these Terms. Nyad may post updated Terms at "www.nyad.ai". Non-material updates apply to active trials on posting. For material changes during an active trial, Nyad will provide at least thirty (30) days' email notice, and Customer may terminate without penalty within that period; otherwise continued use constitutes acceptance.

14. Assignment. Customer may not assign these Terms without Nyad's prior written consent. Nyad may assign these Terms in connection with a merger, acquisition, financing, or sale of substantially all of its assets, on notice to Customer.

15. Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, network outages, cyberattacks, labor disputes, or government action.

16. Entire agreement. These Terms are the entire agreement between the parties regarding the trial and supersede all prior agreements, communications, and proposals on the subject. No oral modification is effective; amendments must be in a writing signed by both parties (or, for Nyad-initiated updates, posted under Section 13).

17. No third-party beneficiaries. These Terms confer no rights on any person or entity other than the parties.

18. Survival. Sections 1, 4 (data treatment post-termination), 5, 7, 8, 9, 10, 11, 12, 16, 17, and this Section 18 survive termination or expiration.

19. Contact. Notices to Nyad: virginia@nyad.ai. Notices to Customer: the email provided at signup.