--- title: Terms and Conditions date: 2026-06-05T15:10:00-07:00 author: rollinadmin canonical_url: "https://cohenhallowell.com/legal/terms-and-conditions/" section: Legal --- # Terms and Conditions **Effective date: January 1, 2026 Last updated: April 5, 2026** **Please read these Terms carefully** These Terms and Conditions (the “Terms”) form a binding legal agreement between you and CohenHallowell Research Institute Inc. (“CohenHallowell”, “we”, “us”, or “our”), governing your access to and use of the BrainPulse™ platform, websites, applications, and related services (together, the “Service”). By creating an account, purchasing a subscription, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service. Sections “Disclaimers of warranties”, “Limitation of liability”, “Indemnification”, and “Dispute resolution, arbitration, and class-action waiver” affect your legal rights. Please read them closely. ## 1. Introduction and acceptance of these Terms **1.1 Acceptance.** By accessing or using the Service, by clicking to accept these Terms, or by completing registration, you confirm that you have read, understood, and agree to these Terms and to our Privacy Policy and Cookie Policy, each of which is incorporated by reference. Together these documents constitute the entire agreement between you and CohenHallowell concerning the Service. **1.2 Who may accept.** You represent that you are legally able to enter into a binding contract, or that a parent, guardian, or authorised institutional administrator has accepted these Terms on your behalf as described in the section on eligibility. If you accept these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation, and “you” refers to that organisation. **1.3 Additional terms.** Certain features, plans, beta programmes, institutional licences, or promotions may be governed by supplementary terms presented to you at the time. Where supplementary terms conflict with these Terms, the supplementary terms control for that feature only, to the extent of the conflict. **1.4 Electronic agreement.** You consent to transact and receive communications electronically. Your electronic acceptance has the same legal effect as a handwritten signature to the fullest extent permitted by applicable law, including the United States Electronic Signatures in Global and National Commerce Act and applicable Canadian electronic-commerce and personal information legislation. ## 2. Definitions In these Terms, the following capitalised terms have the meanings given below; other capitalised terms are defined where they first appear. - “Account” means the registered account through which you access the Service. - “Content” means any text, files, documents, study materials, images, audio, data, or other materials. - “User Content” means Content that you or your authorised users upload, submit, or provide to the Service, including the study or course materials you ask the Service to transform. - “Generated Content” means the adapted, multimodal learning output that the Service produces from User Content, including transformed cards, audio narrations, vocabulary breakdowns, worked examples, quizzes, and other content nodes. - “Credits” means the usage units consumed when the Service generates content nodes, as described in these Terms and in the applicable plan documentation. - “Proprietary Materials” means the BrainPulse™ platform, software, models, algorithms, transformation pipeline, neurodivergence profile guideline sets, content node architecture, output schema, colour and design systems, documentation, and all related intellectual property owned or licensed by CohenHallowell. - “Institutional Customer” means a school, school district, college, university, employer, agency, or other organisation that licenses the Service for use by its students, staff, or members. - “Applicable Law” means all laws, regulations, and rules applicable to a party’s use or provision of the Service in Canada, the United States, and any other jurisdiction where the Service is offered. ## 3. Eligibility, age requirements, and parental or institutional consent **3.1 General age requirement.** The Service is intended for use by adults and by minors only under the conditions in this section. Unless an account is established and supervised by a parent, guardian, or Institutional Customer as described below, you must be at least the age of majority in your province, territory, or state to open and control an Account on your own behalf. **3.2 Children under 13 (United States).** We do not knowingly permit children under 13 to create accounts or provide personal information without verifiable parental consent or the involvement of an authorised school acting as the parent’s agent, consistent with the United States Children’s Online Privacy Protection Act (“COPPA”). Where the Service is used by children under 13, an authorised adult (a parent, guardian, or Institutional Customer with appropriate authority) must establish and supervise the account and accept these Terms on the child’s behalf. **3.3 Minors generally.** If you are a minor in your jurisdiction but at or above the minimum age at which you may consent to online services, you may use the Service only with the involvement and consent of a parent, guardian, or authorised Institutional Customer who agrees to be responsible for your use and bound by these Terms. The Service is designed to support neurodivergent learners of many ages; nothing in this section is intended to exclude learners, only to ensure that an accountable adult is involved where the law requires it. **3.4 Parental and guardian responsibility.** A parent, guardian, or supervising adult who establishes an account for a minor is responsible for that minor’s use of the Service, for any Content uploaded, and for any Credits or charges incurred, and agrees to supervise the minor’s activity. **3.5 Institutional accounts.** Where an Institutional Customer provisions accounts for students, staff, or members, the Institutional Customer represents that it has obtained all consents, authorisations, and notices required by Applicable Law (including, where relevant, parental consent and education-records authorisations) to enable that use and to provide the relevant User Content to the Service. **3.6 Eligibility to transact.** You may not use the Service if you are barred from doing so under Applicable Law, including trade-control and sanctions laws, or if your access has previously been suspended or terminated for cause. ## 4. Accounts, registration, and security **4.1 Accurate information.** You agree to provide accurate, current, and complete registration information and to keep it updated. **4.2 Credentials.** You are responsible for safeguarding your login credentials and for all activity that occurs under your Account. You must notify us promptly of any unauthorised use or suspected breach of security. **4.3 One person per account.** Unless a plan expressly permits multiple learners or seats, accounts are personal to a single user and may not be shared, sold, or transferred. **4.4 Institutional administration.** Institutional Customers are responsible for managing their administrators and end users, for allocating Credits from any shared pool, and for ensuring that their users comply with these Terms. **4.5 Account suspension for security.** We may suspend or restrict an Account where we reasonably believe it is necessary to protect the Service, other users, or the integrity of our systems. ## 5. The service: what BrainPulse™ provides **5.1 Description.** BrainPulse™ is an artificial-intelligence platform that allows users to upload study or course materials and receive an adapted, multimodal learning experience tailored to one of several neurodivergence profiles. The Service analyses uploaded material and restructures it into a sequence of typed content nodes such as cards, audio clips, worked examples, quizzes, and interactive elements. **5.2 Profiles supported.** The Service supports adaptation for the neurodivergence profiles described in our published materials, namely ADHD, Dyslexia, Autism Spectrum Disorder, Dyscalculia, Dysgraphia, Developmental Coordination Disorder or Dyspraxia, and Twice-Exceptional learners, and may support additional profiles over time. **5.3 Evolving service.** The Service is offered on an ongoing basis and will change over time. We may add, modify, suspend, or remove features, profiles, node types, integrations, or plans, and may impose or adjust technical and usage limits, in each case as described in the section on changes. **5.4 Availability.** We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. The Service may be unavailable during maintenance, updates, or events beyond our control, and processing of some transformations may be queued. **5.5 Beta and experimental features.** Features identified as beta, preview, pilot, or experimental are provided “as is” for evaluation, may be changed or withdrawn at any time, and may be subject to additional terms. ## 6. Subscriptions, credits, billing, and automatic renewal **6.1 Plans.** The Service is offered through subscription plans and, for organisations, through institutional and corporate licences. Each plan includes a periodic Credit allowance and may include other features and limits. Current plans, prices, Credit allowances, and limits are published on the Service and may be updated as described below. **6.2 Indicative pricing.** Consumer plans currently include a Free tier, a Standard tier, and a Plus tier; institutional and corporate licences are offered on an annual basis with shared Credit pools. Published prices and figures (for example, the indicative consumer rates of $29 and $99 per month) are stated in **USD** and are subject to change before launch and from time to time thereafter. Applicable taxes are additional unless stated otherwise. **6.3 Credits.** Credits are consumed when the Service generates content nodes; structural nodes that generate no media may consume no Credits. Credits are a prepaid, limited licence to obtain content-generation services; they have no cash value, are not money, are not a stored-value or gift instrument, and are not redeemable for cash except where required by Applicable Law. **6.4 Allowances, rollover, and expiry.** Each plan’s Credit allowance, any permitted rollover, and any expiry rules are as published for that plan. Unless otherwise stated, included monthly allowance Credits are valid for the relevant cycle subject to any rollover cap, purchased top-up Credits are valid for the period stated at purchase, and institutional pool Credits expire with the licence term and do not roll over. **6.5 Order of consumption.** Where you hold more than one type of Credit, Credits are consumed in the order we specify (for example, purchased top-up Credits before periodic allowance Credits), as described in plan documentation. **6.6 Automatic renewal.** PAID SUBSCRIPTIONS RENEW AUTOMATICALLY. Unless you cancel before the end of the then-current term, your subscription will automatically renew for a further term of the same length, and you authorise us (or our payment processor) to charge your payment method the then-current price for the renewal term. We will provide any renewal reminders and disclosures required by Applicable Law, including applicable automatic-renewal statutes. You may cancel auto-renewal at any time as described in the cancellation section. **6.7 Payment and authorisation.** You authorise us and our payment processors to charge your designated payment method for all fees, taxes, and Credit purchases. You represent that you are authorised to use the payment method provided. If a charge is declined or reversed, we may suspend access until amounts due are paid. **6.8 Price changes.** We may change prices, Credit pricing, allowances, or plan features. For recurring subscriptions, we will give advance notice of price increases as required by Applicable Law, and the change will take effect at your next renewal unless stated otherwise. Your continued use after the change takes effect constitutes acceptance of the new price. **6.9 Late and unpaid amounts.** Overdue amounts may, to the extent permitted by Applicable Law, accrue interest and reasonable collection costs. ## 7. Free tier, trials, and promotional offers **7.1 Free tier.** A Free tier may be offered with limited Credits and features. We may modify or discontinue the Free tier at any time. **7.2 Trials and promotions.** Free trials and promotional offers are subject to the terms presented at sign-up, are available only to eligible users, may be limited to one per person or organisation, and may convert to a paid subscription unless cancelled before the trial ends. We may revoke offers obtained through abuse, misrepresentation, or multiple accounts. ## 8. Cancellation, refunds, and statutory cancellation rights **8.1 Cancellation by you.** You may cancel auto-renewal of a subscription at any time through your Account settings or by contacting us. Cancellation takes effect at the end of the current paid term; you retain access until then, and the cancellation prevents future renewal charges. **8.2 Refunds.** Except as required by Applicable Law or as expressly stated in a plan, fees and Credit purchases are non-refundable, and partial periods, unused Credits, and unused allowance are not refunded or pro-rated. Consumed Credits are not refundable. This section does not limit any non-waivable statutory rights you may have, including under provincial consumer-protection legislation in Canada and applicable consumer-protection laws in the United States. **8.3 Statutory cancellation rights.** Where Applicable Law gives you a right to cancel within a cooling-off period or to a refund for distance or online contracts, those rights apply and are not displaced by this section. Details of how to exercise any such right are available by contacting us. **8.4 Cancellation by us.** We may cancel or decline to renew a subscription, or discontinue a plan, on reasonable notice, and will provide any refund required by Applicable Law for the unused portion of a prepaid term where we cancel without cause. ## 9. Your content and uploaded materials **9.1 You retain ownership.** As between you and CohenHallowell, you retain all rights you hold in your User Content. We do not claim ownership of your uploaded study materials. **9.2 Licence to operate the Service.** You grant CohenHallowell a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, analyse, reformat, and create adapted derivatives of your User Content solely as needed to provide, maintain, secure, and support the Service for you, including transforming it into Generated Content, caching results to improve performance, and enabling features you use. This licence ends when you delete the relevant User Content or close your Account, except for residual copies retained for a limited period in backups or as required by Applicable Law, and except for de-identified or aggregated data as described in the Privacy Policy. **9.3 Your responsibility for what you upload.** You are solely responsible for your User Content. You represent and warrant that you own your User Content or have all rights, licences, and permissions necessary to upload it and to have it processed by the Service, and that your User Content and its processing do not infringe any third-party rights or violate Applicable Law. **9.3.1 Copyrighted study materials.** Many study materials, such as textbooks and published course materials, are protected by copyright. You are responsible for ensuring that you have the right to upload and transform any such material, for example because you own it, are licensed to use it, or your use is otherwise permitted by law. CohenHallowell does not grant you any rights in third-party materials and is not responsible for your use of materials you are not authorised to use. **9.4 Prohibited User Content.** You must not upload User Content that is unlawful, infringing, defamatory, harassing, hateful, sexually exploitative (especially involving minors), invasive of privacy, or that contains malware, or that you are not permitted to share. **9.5 No obligation to monitor; right to act.** We are not obliged to monitor User Content, but we may review, refuse, remove, or disable access to User Content that we reasonably believe violates these Terms or Applicable Law, and may report unlawful content to authorities. **9.6 Accuracy of inputs.** The quality and suitability of Generated Content depends on the User Content you provide. You are responsible for the accuracy, legality, and appropriateness of what you upload. ## 10. Intellectual property and proprietary rights of CohenHallowell **10.1 Ownership of the Service.** The Service and all Proprietary Materials are owned by CohenHallowell or its licensors and are protected by copyright, trademark, trade-secret, patent, and other intellectual-property laws of Canada, the United States, and other countries. This includes, without limitation, the BrainPulse™ transformation pipeline; the AI instruction, prompting, and orchestration systems; the seven (or more) neurodivergence profile guideline sets and their encoding; the sixteen content node types and the content node architecture; the output schema and schema-validation logic; the credit model; and the colour, design, and visual systems. The research synthesis, design framework, and content architecture underlying the Service constitute valuable trade secrets and confidential information of CohenHallowell. **10.2 Trademarks.** BrainPulse™, CohenHallowell, and associated names, logos, and marks are trademarks of CohenHallowell. You may not use them without our prior written consent, except as permitted by Applicable Law for nominative reference. All other marks are the property of their respective owners. **10.3 Limited licence to you.** Subject to your compliance with these Terms and payment of applicable fees, CohenHallowell grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service and to use Generated Content for your own personal, educational, or, for Institutional Customers, internal instructional purposes, in each case as permitted by your plan and as set out in the section on Generated Content. **10.4 Restrictions.** Except as expressly permitted by these Terms or Applicable Law that cannot be contractually excluded, you must not, and must not permit others to: - copy, modify, translate, or create derivative works of the Service or Proprietary Materials, other than the Generated Content you are licensed to use; - reverse engineer, decompile, disassemble, or attempt to derive the source code, models, prompts, profile guideline sets, schema, or trade secrets underlying the Service, except to the limited extent such restriction is prohibited by Applicable Law; - scrape, harvest, or systematically extract data or content from the Service, or use bots or automated means except through interfaces we expressly authorise; - rent, lease, lend, sell, sublicense, distribute, or commercially exploit the Service or Generated Content except as expressly permitted; - use the Service or Generated Content to build, train, or improve any competing product, model, dataset, or service; - remove, obscure, or alter any proprietary notices; or - circumvent, disable, or interfere with security, usage-metering, Credit, or access-control features. **10.5 Feedback.** If you give us suggestions or feedback, you grant CohenHallowell a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. **10.6 Reservation of rights.** All rights not expressly granted to you are reserved by CohenHallowell and its licensors. No rights are granted by implication, estoppel, or otherwise. ## 11. Generated content: ownership, licence, and limitations **11.1 Your licence to Generated Content.** Subject to these Terms and continued payment, you may use the Generated Content created for you for your own personal or educational use and, for Institutional Customers, for internal instructional use with your authorised learners. The structures, templates, node types, schema, models, and underlying system that produce Generated Content remain the exclusive property of CohenHallowell. **11.2 Nature of AI output.** Generated Content is produced by automated systems. It may contain errors, omissions, or inaccuracies, may not reflect the most current information, and is not a substitute for professional judgement. You are responsible for reviewing Generated Content before relying on it, particularly in any educational, assessment, or decision-making context. **11.3 Similarity of output.** Because the Service serves many users and applies common transformation rules, Generated Content provided to you may be similar to content generated for others from similar inputs. You obtain no exclusive rights in non-original structural or formatting elements, in the node architecture, or in elements derived from third-party materials. **11.4 Third-party materials in output.** Where Generated Content incorporates or is derived from User Content or third-party materials (including stock or licensed images matched to your content), your rights are limited by the rights you and we hold in those underlying materials. You must not use Generated Content in a way that infringes those rights. **11.5 No professional, medical, or diagnostic output.** Generated Content, including any reference to a neurodivergence profile, is for learning-support purposes only. It is not a diagnosis, clinical assessment, treatment, or professional advice. See the section on the non-clinical nature of the Service. ## 12. Acceptable use policy You agree not to use the Service to do, or to attempt or assist others to do, any of the following: - violate Applicable Law or the rights of others, including intellectual-property, privacy, and publicity rights; - upload, generate, or distribute unlawful, infringing, harmful, harassing, hateful, threatening, or sexually exploitative content, or any content that sexualises, endangers, or exploits minors; - misrepresent your identity, age, eligibility, or authority, or impersonate any person or organisation; - introduce malware, attempt to gain unauthorised access to the Service or other accounts, or probe, scan, or test the vulnerability of our systems without authorisation; - interfere with, disrupt, overload, or degrade the Service, its security, or its infrastructure; - use the Service to develop a competing product or service, or to train or improve any artificial-intelligence model or dataset; - resell, redistribute, or commercially exploit the Service or Generated Content other than as expressly permitted; - engage in automated, bulk, or adversarial usage designed to circumvent Credit, usage, or fair-use limits; or - use the Service in any manner that could expose CohenHallowell or others to liability or harm. **12.10 Enforcement.** We may investigate suspected violations and may suspend, restrict, or terminate access, remove content, and take any other action we consider appropriate, including cooperating with law enforcement. ## 13. Fair use policy and anti-abuse measures **13.1 Purpose.** Plans that include generous Credit allowances rely on a fair-use policy to protect the Service and the community of users from abusive or disproportionate consumption that would undermine the Service’s sustainability. **13.2 Fair-use limits.** Consumer subscriptions are for individual, non-automated learning use. Automated bulk transformation through the consumer platform (as distinct from an authorised institutional or API arrangement) is not permitted. We may flag for manual review accounts that exceed reasonable consumer usage thresholds (for example, very high daily transformation volumes), and may suspend accounts engaged in reselling Generated Content without an appropriate licence, or in other abuse. **13.3 Reasonable measures.** We may apply rate limits, queueing, caching, verification steps, and other technical and operational measures to enforce fair use and protect the Service. Institutional and enterprise usage is governed by the usage envelopes in the applicable licence agreement rather than the consumer fair-use policy. ## 14. Marketplace and user-contributed content **14.1 Optional marketplace.** We may offer a marketplace through which educators and other contributors can submit, share, or sell study materials or content (“Contributor Content”). Participation is voluntary and subject to any supplementary marketplace terms. **14.2 Contributor responsibilities.** If you contribute content, you represent that you own it or have all necessary rights, that it does not infringe third-party rights, and that it complies with these Terms and any marketplace guidelines. You grant CohenHallowell and, where applicable, purchasers the licences described in the marketplace terms. **14.3 Revenue share and rewards.** Any revenue share, credit reward, certification, or payout terms for contributors are as set out in the marketplace terms and may be changed prospectively. **14.4 No endorsement.** We do not endorse Contributor Content and are not responsible for its accuracy, quality, legality, or fitness for any purpose. Transactions for Contributor Content are between the relevant users, and we act only as a facilitator unless stated otherwise. ## 15. Third-party services, integrations, and links **15.1 Third-party providers.** The Service relies on third-party providers for functions such as artificial-intelligence inference, text-to-speech generation, image matching, payment processing, hosting, and analytics. Your use of the Service may be subject to those providers’ terms where applicable, and the availability and behaviour of such functions may depend on those providers. **15.2 Integrations.** The Service may integrate with third-party platforms (for example, learning-management systems such as Canvas, Moodle, and Blackboard). Your use of an integration may require you to comply with the third party’s terms, and we are not responsible for third-party platforms. **15.3 Links.** The Service may contain links to third-party sites or resources. We provide them for convenience only and are not responsible for their content, policies, or practices. ## 16. Educational, accessibility, and non-clinical nature of the service **BrainPulse™ is a learning-support tool, not a medical or diagnostic service** The Service is an educational and accessibility tool. It is not a medical device, and it does not provide medical, psychological, psychiatric, diagnostic, therapeutic, or other professional advice or treatment. Selecting or being assigned a neurodivergence profile within the Service is a content-configuration choice; it is not a diagnosis of any condition and must not be treated as one. The Service does not assess, screen for, diagnose, or treat ADHD, dyslexia, autism, dyscalculia, dysgraphia, developmental coordination disorder, or any other condition. For diagnosis, assessment, or treatment, consult a qualified professional. Outcomes vary between learners, and we do not warrant any particular educational result, score, or improvement. **16.1 Accessibility commitment.** CohenHallowell designs the Service with accessibility in mind and seeks to align with recognised accessibility guidance. We welcome accessibility feedback at the contact address below. No statement in these Terms is a guarantee that the Service will meet every accessibility need in every context. **16.2 Your judgement.** You remain responsible for deciding how to use the Service and Generated Content in your own learning, teaching, or institutional context, and for seeking professional support where appropriate. ## 17. Disclaimers of warranties **17.1 “As is”.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, PROPRIETARY MATERIALS, AND GENERATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COHENHALLOWELL AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. **17.2 No guarantees.** WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR ANY FILES ARE FREE OF HARMFUL COMPONENTS, OR THAT GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. **17.3 Statutory rights.** Some jurisdictions do not allow the exclusion of certain warranties or of implied terms, including under consumer-protection legislation in Canada and the United States. To the extent such laws apply to you and cannot be waived, the above exclusions apply only to the extent permitted, and you may have rights that these Terms do not affect. ## 18. Limitation of liability **18.1 Exclusion of certain damages.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COHENHALLOWELL AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR EDUCATIONAL OUTCOMES, ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. **18.2 Liability cap.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF COHENHALLOWELL AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO COHENHALLOWELL FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.00. **18.3 Essential basis.** These limitations are an essential basis of the bargain between you and CohenHallowell and apply even if a limited remedy fails of its essential purpose. **18.4 Exceptions and statutory limits.** Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law, such as liability for fraud, for wilful misconduct, or for death or personal injury caused by negligence where the law so provides. Where the law limits the extent to which liability may be excluded, the exclusions and limits in this section apply only to the maximum extent permitted. ## 19. Indemnification To the maximum extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless CohenHallowell and its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers, from and against any claims, demands, actions, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your User Content, including any claim that it infringes or misappropriates a third party’s rights or that you lacked the right to upload or transform it; (b) your use or misuse of the Service or Generated Content; (c) your violation of these Terms or Applicable Law; or (d) your violation of the rights of any third party. We may assume the exclusive defence and control of any matter subject to indemnification, in which case you agree to cooperate. This section survives termination. ## 20. Term, suspension, and termination **20.1 Term.** These Terms apply while you access or use the Service and until terminated. **20.2 Termination by you.** You may stop using the Service and close your Account at any time, subject to the cancellation and refund sections. **20.3 Suspension or termination by us.** We may suspend or terminate your access, with or without notice, if we reasonably believe you have violated these Terms or Applicable Law, if required to protect the Service or others, or for non-payment. Where practicable and lawful, we will give notice and, where appropriate, an opportunity to cure. **20.4 Effect of termination.** On termination, your licence to use the Service and Generated Content ends, and we may delete your Account and Content subject to our retention practices and Applicable Law. Provisions that by their nature should survive (including ownership, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions) survive termination. **20.5 Data export.** Before or for a limited period after termination, you may request export of your Generated Content where the Service provides that functionality, subject to any technical limits. ## 21. Copyright complaints and DMCA notice-and-takedown **21.1 Respect for copyright.** CohenHallowell respects intellectual-property rights and expects users to do the same. We respond to clear notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (“DMCA”) and applicable Canadian copyright law, including the notice-and-notice regime under the Copyright Act (Canada). **21.2 Submitting a notice.** If you believe content on the Service infringes your copyright, send a written notice to our designated agent at including: identification of the copyrighted work; identification of the allegedly infringing material and its location; your contact details; a statement of good-faith belief that the use is not authorised; a statement, under penalty of perjury where applicable, that the information is accurate and that you are authorised to act; and your physical or electronic signature. **21.3 Counter-notice and repeat infringers.** Where applicable, we will forward notices and accept counter-notices in accordance with the relevant law, and we may remove or disable access to allegedly infringing material. We may terminate the accounts of repeat infringers in appropriate circumstances. ## 22. Dispute resolution, arbitration, and class-action waiver **22.1 Informal resolution first.** Before starting a formal proceeding, you agree to contact us and attempt in good faith to resolve the dispute informally for at least 30 days after notice. **22.2 Arbitration.** To the extent permitted by Applicable Law, any dispute not resolved informally will be resolved by final and binding individual arbitration administered by the province of Quebec under its applicable rules, seated in Quebec, Canada. Judgment on the award may be entered in any court of competent jurisdiction. **22.3 Class-action waiver.** TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. This waiver may be unenforceable in some jurisdictions, including certain Canadian provinces; where it is unenforceable, it does not apply to you to that extent. **22.4 Exceptions.** Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property or confidentiality rights, and either party may bring an eligible claim in small-claims court. Consumers retain access to any dispute-resolution mechanism that Applicable Law makes available and non-waivable. **22.5 Opt-out.** Where permitted, you may opt out of arbitration by notifying us at the contact address within 30 days of first accepting these Terms. ## 23. Governing law and jurisdiction **23.1 Governing law.** These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the province of Quebec, Canada and the federal laws of Canada applicable there, without regard to conflict-of-laws rules, except that mandatory consumer-protection laws of your place of residence may also apply. **23.2 Jurisdiction.** Subject to the dispute-resolution section, the courts located in the province of Quebec, Canada have non-exclusive jurisdiction, and you consent to that jurisdiction and venue, without prejudice to any non-waivable right to bring proceedings in your local courts. **23.3 United States users.** If you use the Service from the United States, you do so on your own initiative and are responsible for compliance with local law. Mandatory United States federal and state consumer, privacy, and education-records laws that apply to you continue to apply. **23.4 Language.** It is the express wish of the parties that these Terms and related documents be drawn up in English. Il est de la volonté expresse des parties que la présente convention et les documents qui s’y rattachent soient rédigés en anglais. ## 24. Changes to the service and to these Terms **24.1 Changes to the Service.** We may modify, suspend, or discontinue all or part of the Service as described in these Terms. **24.2 Changes to these Terms.** We may update these Terms from time to time. We will post the updated Terms with a revised “last updated” date and, for material changes, provide reasonable advance notice by a method appropriate to the change (for example, by email or in-product notice) where required by Applicable Law. Changes take effect on the stated effective date. Your continued use after that date constitutes acceptance; if you do not agree, you must stop using the Service before the changes take effect. ## 25. Export controls and trade sanctions You must comply with all applicable export-control and economic-sanctions laws of Canada and the United States. You represent that you are not located in, ordinarily resident in, or acting on behalf of a person in a country or territory subject to comprehensive sanctions, and that you are not on any applicable restricted-party or sanctions list. You may not use or export the Service in violation of such laws. ## 26. Force majeure CohenHallowell is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labour disputes, governmental action, failures of the internet or third-party providers, power or telecommunications failures, and cyber-attacks. ## 27. General provisions **27.1 Entire agreement.** These Terms, together with the Privacy Policy, Cookie Policy, and any supplementary terms, constitute the entire agreement between you and CohenHallowell concerning the Service and supersede all prior agreements on the subject. **27.2 Severability.** If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect. **27.3 No waiver.** Our failure to enforce any provision is not a waiver of our right to do so later. **27.4 Assignment.** You may not assign these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganisation, or sale of assets. **27.5 No third-party beneficiaries.** Except for CohenHallowell’s affiliates, licensors, and suppliers as beneficiaries of the disclaimer, liability, and indemnity provisions, these Terms do not create third-party beneficiary rights. **27.6 Notices.** We may give notices by posting on the Service, by email, or by in-product message. You may give notices to us at the contact address below. **27.7 Relationship.** Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and CohenHallowell. **27.8 Survival.** Provisions that by their nature should survive termination will survive. ## 28. How to contact us Questions about these Terms may be sent to CohenHallowell at legal@cohenhallowell.com. General information is available at cohenhallowell.com. # Terms and Conditions **Effective date: January 1, 2026 Last updated: April 5, 2026** **Please read these Terms carefully** These Terms and Conditions (the “Terms”) form a binding legal agreement between you and CohenHallowell Research Institute Inc. (“CohenHallowell”, “we”, “us”, or “our”), governing your access to and use of the BrainPulse™ platform, websites, applications, and related services (together, the “Service”). By creating an account, purchasing a subscription, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service. Sections “Disclaimers of warranties”, “Limitation of liability”, “Indemnification”, and “Dispute resolution, arbitration, and class-action waiver” affect your legal rights. Please read them closely. ## 1. Introduction and acceptance of these Terms **1.1 Acceptance.** By accessing or using the Service, by clicking to accept these Terms, or by completing registration, you confirm that you have read, understood, and agree to these Terms and to our Privacy Policy and Cookie Policy, each of which is incorporated by reference. Together these documents constitute the entire agreement between you and CohenHallowell concerning the Service. **1.2 Who may accept.** You represent that you are legally able to enter into a binding contract, or that a parent, guardian, or authorised institutional administrator has accepted these Terms on your behalf as described in the section on eligibility. If you accept these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation, and “you” refers to that organisation. **1.3 Additional terms.** Certain features, plans, beta programmes, institutional licences, or promotions may be governed by supplementary terms presented to you at the time. Where supplementary terms conflict with these Terms, the supplementary terms control for that feature only, to the extent of the conflict. **1.4 Electronic agreement.** You consent to transact and receive communications electronically. Your electronic acceptance has the same legal effect as a handwritten signature to the fullest extent permitted by applicable law, including the United States Electronic Signatures in Global and National Commerce Act and applicable Canadian electronic-commerce and personal information legislation. ## 2. Definitions In these Terms, the following capitalised terms have the meanings given below; other capitalised terms are defined where they first appear. - “Account” means the registered account through which you access the Service. - “Content” means any text, files, documents, study materials, images, audio, data, or other materials. - “User Content” means Content that you or your authorised users upload, submit, or provide to the Service, including the study or course materials you ask the Service to transform. - “Generated Content” means the adapted, multimodal learning output that the Service produces from User Content, including transformed cards, audio narrations, vocabulary breakdowns, worked examples, quizzes, and other content nodes. - “Credits” means the usage units consumed when the Service generates content nodes, as described in these Terms and in the applicable plan documentation. - “Proprietary Materials” means the BrainPulse™ platform, software, models, algorithms, transformation pipeline, neurodivergence profile guideline sets, content node architecture, output schema, colour and design systems, documentation, and all related intellectual property owned or licensed by CohenHallowell. - “Institutional Customer” means a school, school district, college, university, employer, agency, or other organisation that licenses the Service for use by its students, staff, or members. - “Applicable Law” means all laws, regulations, and rules applicable to a party’s use or provision of the Service in Canada, the United States, and any other jurisdiction where the Service is offered. ## 3. Eligibility, age requirements, and parental or institutional consent **3.1 General age requirement.** The Service is intended for use by adults and by minors only under the conditions in this section. Unless an account is established and supervised by a parent, guardian, or Institutional Customer as described below, you must be at least the age of majority in your province, territory, or state to open and control an Account on your own behalf. **3.2 Children under 13 (United States).** We do not knowingly permit children under 13 to create accounts or provide personal information without verifiable parental consent or the involvement of an authorised school acting as the parent’s agent, consistent with the United States Children’s Online Privacy Protection Act (“COPPA”). Where the Service is used by children under 13, an authorised adult (a parent, guardian, or Institutional Customer with appropriate authority) must establish and supervise the account and accept these Terms on the child’s behalf. **3.3 Minors generally.** If you are a minor in your jurisdiction but at or above the minimum age at which you may consent to online services, you may use the Service only with the involvement and consent of a parent, guardian, or authorised Institutional Customer who agrees to be responsible for your use and bound by these Terms. The Service is designed to support neurodivergent learners of many ages; nothing in this section is intended to exclude learners, only to ensure that an accountable adult is involved where the law requires it. **3.4 Parental and guardian responsibility.** A parent, guardian, or supervising adult who establishes an account for a minor is responsible for that minor’s use of the Service, for any Content uploaded, and for any Credits or charges incurred, and agrees to supervise the minor’s activity. **3.5 Institutional accounts.** Where an Institutional Customer provisions accounts for students, staff, or members, the Institutional Customer represents that it has obtained all consents, authorisations, and notices required by Applicable Law (including, where relevant, parental consent and education-records authorisations) to enable that use and to provide the relevant User Content to the Service. **3.6 Eligibility to transact.** You may not use the Service if you are barred from doing so under Applicable Law, including trade-control and sanctions laws, or if your access has previously been suspended or terminated for cause. ## 4. Accounts, registration, and security **4.1 Accurate information.** You agree to provide accurate, current, and complete registration information and to keep it updated. **4.2 Credentials.** You are responsible for safeguarding your login credentials and for all activity that occurs under your Account. You must notify us promptly of any unauthorised use or suspected breach of security. **4.3 One person per account.** Unless a plan expressly permits multiple learners or seats, accounts are personal to a single user and may not be shared, sold, or transferred. **4.4 Institutional administration.** Institutional Customers are responsible for managing their administrators and end users, for allocating Credits from any shared pool, and for ensuring that their users comply with these Terms. **4.5 Account suspension for security.** We may suspend or restrict an Account where we reasonably believe it is necessary to protect the Service, other users, or the integrity of our systems. ## 5. The service: what BrainPulse™ provides **5.1 Description.** BrainPulse™ is an artificial-intelligence platform that allows users to upload study or course materials and receive an adapted, multimodal learning experience tailored to one of several neurodivergence profiles. The Service analyses uploaded material and restructures it into a sequence of typed content nodes such as cards, audio clips, worked examples, quizzes, and interactive elements. **5.2 Profiles supported.** The Service supports adaptation for the neurodivergence profiles described in our published materials, namely ADHD, Dyslexia, Autism Spectrum Disorder, Dyscalculia, Dysgraphia, Developmental Coordination Disorder or Dyspraxia, and Twice-Exceptional learners, and may support additional profiles over time. **5.3 Evolving service.** The Service is offered on an ongoing basis and will change over time. We may add, modify, suspend, or remove features, profiles, node types, integrations, or plans, and may impose or adjust technical and usage limits, in each case as described in the section on changes. **5.4 Availability.** We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. The Service may be unavailable during maintenance, updates, or events beyond our control, and processing of some transformations may be queued. **5.5 Beta and experimental features.** Features identified as beta, preview, pilot, or experimental are provided “as is” for evaluation, may be changed or withdrawn at any time, and may be subject to additional terms. ## 6. Subscriptions, credits, billing, and automatic renewal **6.1 Plans.** The Service is offered through subscription plans and, for organisations, through institutional and corporate licences. Each plan includes a periodic Credit allowance and may include other features and limits. Current plans, prices, Credit allowances, and limits are published on the Service and may be updated as described below. **6.2 Indicative pricing.** Consumer plans currently include a Free tier, a Standard tier, and a Plus tier; institutional and corporate licences are offered on an annual basis with shared Credit pools. Published prices and figures (for example, the indicative consumer rates of $29 and $99 per month) are stated in **USD** and are subject to change before launch and from time to time thereafter. Applicable taxes are additional unless stated otherwise. **6.3 Credits.** Credits are consumed when the Service generates content nodes; structural nodes that generate no media may consume no Credits. Credits are a prepaid, limited licence to obtain content-generation services; they have no cash value, are not money, are not a stored-value or gift instrument, and are not redeemable for cash except where required by Applicable Law. **6.4 Allowances, rollover, and expiry.** Each plan’s Credit allowance, any permitted rollover, and any expiry rules are as published for that plan. Unless otherwise stated, included monthly allowance Credits are valid for the relevant cycle subject to any rollover cap, purchased top-up Credits are valid for the period stated at purchase, and institutional pool Credits expire with the licence term and do not roll over. **6.5 Order of consumption.** Where you hold more than one type of Credit, Credits are consumed in the order we specify (for example, purchased top-up Credits before periodic allowance Credits), as described in plan documentation. **6.6 Automatic renewal.** PAID SUBSCRIPTIONS RENEW AUTOMATICALLY. Unless you cancel before the end of the then-current term, your subscription will automatically renew for a further term of the same length, and you authorise us (or our payment processor) to charge your payment method the then-current price for the renewal term. We will provide any renewal reminders and disclosures required by Applicable Law, including applicable automatic-renewal statutes. You may cancel auto-renewal at any time as described in the cancellation section. **6.7 Payment and authorisation.** You authorise us and our payment processors to charge your designated payment method for all fees, taxes, and Credit purchases. You represent that you are authorised to use the payment method provided. If a charge is declined or reversed, we may suspend access until amounts due are paid. **6.8 Price changes.** We may change prices, Credit pricing, allowances, or plan features. For recurring subscriptions, we will give advance notice of price increases as required by Applicable Law, and the change will take effect at your next renewal unless stated otherwise. Your continued use after the change takes effect constitutes acceptance of the new price. **6.9 Late and unpaid amounts.** Overdue amounts may, to the extent permitted by Applicable Law, accrue interest and reasonable collection costs. ## 7. Free tier, trials, and promotional offers **7.1 Free tier.** A Free tier may be offered with limited Credits and features. We may modify or discontinue the Free tier at any time. **7.2 Trials and promotions.** Free trials and promotional offers are subject to the terms presented at sign-up, are available only to eligible users, may be limited to one per person or organisation, and may convert to a paid subscription unless cancelled before the trial ends. We may revoke offers obtained through abuse, misrepresentation, or multiple accounts. ## 8. Cancellation, refunds, and statutory cancellation rights **8.1 Cancellation by you.** You may cancel auto-renewal of a subscription at any time through your Account settings or by contacting us. Cancellation takes effect at the end of the current paid term; you retain access until then, and the cancellation prevents future renewal charges. **8.2 Refunds.** Except as required by Applicable Law or as expressly stated in a plan, fees and Credit purchases are non-refundable, and partial periods, unused Credits, and unused allowance are not refunded or pro-rated. Consumed Credits are not refundable. This section does not limit any non-waivable statutory rights you may have, including under provincial consumer-protection legislation in Canada and applicable consumer-protection laws in the United States. **8.3 Statutory cancellation rights.** Where Applicable Law gives you a right to cancel within a cooling-off period or to a refund for distance or online contracts, those rights apply and are not displaced by this section. Details of how to exercise any such right are available by contacting us. **8.4 Cancellation by us.** We may cancel or decline to renew a subscription, or discontinue a plan, on reasonable notice, and will provide any refund required by Applicable Law for the unused portion of a prepaid term where we cancel without cause. ## 9. Your content and uploaded materials **9.1 You retain ownership.** As between you and CohenHallowell, you retain all rights you hold in your User Content. We do not claim ownership of your uploaded study materials. **9.2 Licence to operate the Service.** You grant CohenHallowell a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, analyse, reformat, and create adapted derivatives of your User Content solely as needed to provide, maintain, secure, and support the Service for you, including transforming it into Generated Content, caching results to improve performance, and enabling features you use. This licence ends when you delete the relevant User Content or close your Account, except for residual copies retained for a limited period in backups or as required by Applicable Law, and except for de-identified or aggregated data as described in the Privacy Policy. **9.3 Your responsibility for what you upload.** You are solely responsible for your User Content. You represent and warrant that you own your User Content or have all rights, licences, and permissions necessary to upload it and to have it processed by the Service, and that your User Content and its processing do not infringe any third-party rights or violate Applicable Law. **9.3.1 Copyrighted study materials.** Many study materials, such as textbooks and published course materials, are protected by copyright. You are responsible for ensuring that you have the right to upload and transform any such material, for example because you own it, are licensed to use it, or your use is otherwise permitted by law. CohenHallowell does not grant you any rights in third-party materials and is not responsible for your use of materials you are not authorised to use. **9.4 Prohibited User Content.** You must not upload User Content that is unlawful, infringing, defamatory, harassing, hateful, sexually exploitative (especially involving minors), invasive of privacy, or that contains malware, or that you are not permitted to share. **9.5 No obligation to monitor; right to act.** We are not obliged to monitor User Content, but we may review, refuse, remove, or disable access to User Content that we reasonably believe violates these Terms or Applicable Law, and may report unlawful content to authorities. **9.6 Accuracy of inputs.** The quality and suitability of Generated Content depends on the User Content you provide. You are responsible for the accuracy, legality, and appropriateness of what you upload. ## 10. Intellectual property and proprietary rights of CohenHallowell **10.1 Ownership of the Service.** The Service and all Proprietary Materials are owned by CohenHallowell or its licensors and are protected by copyright, trademark, trade-secret, patent, and other intellectual-property laws of Canada, the United States, and other countries. This includes, without limitation, the BrainPulse™ transformation pipeline; the AI instruction, prompting, and orchestration systems; the seven (or more) neurodivergence profile guideline sets and their encoding; the sixteen content node types and the content node architecture; the output schema and schema-validation logic; the credit model; and the colour, design, and visual systems. The research synthesis, design framework, and content architecture underlying the Service constitute valuable trade secrets and confidential information of CohenHallowell. **10.2 Trademarks.** BrainPulse™, CohenHallowell, and associated names, logos, and marks are trademarks of CohenHallowell. You may not use them without our prior written consent, except as permitted by Applicable Law for nominative reference. All other marks are the property of their respective owners. **10.3 Limited licence to you.** Subject to your compliance with these Terms and payment of applicable fees, CohenHallowell grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service and to use Generated Content for your own personal, educational, or, for Institutional Customers, internal instructional purposes, in each case as permitted by your plan and as set out in the section on Generated Content. **10.4 Restrictions.** Except as expressly permitted by these Terms or Applicable Law that cannot be contractually excluded, you must not, and must not permit others to: - copy, modify, translate, or create derivative works of the Service or Proprietary Materials, other than the Generated Content you are licensed to use; - reverse engineer, decompile, disassemble, or attempt to derive the source code, models, prompts, profile guideline sets, schema, or trade secrets underlying the Service, except to the limited extent such restriction is prohibited by Applicable Law; - scrape, harvest, or systematically extract data or content from the Service, or use bots or automated means except through interfaces we expressly authorise; - rent, lease, lend, sell, sublicense, distribute, or commercially exploit the Service or Generated Content except as expressly permitted; - use the Service or Generated Content to build, train, or improve any competing product, model, dataset, or service; - remove, obscure, or alter any proprietary notices; or - circumvent, disable, or interfere with security, usage-metering, Credit, or access-control features. **10.5 Feedback.** If you give us suggestions or feedback, you grant CohenHallowell a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. **10.6 Reservation of rights.** All rights not expressly granted to you are reserved by CohenHallowell and its licensors. No rights are granted by implication, estoppel, or otherwise. ## 11. Generated content: ownership, licence, and limitations **11.1 Your licence to Generated Content.** Subject to these Terms and continued payment, you may use the Generated Content created for you for your own personal or educational use and, for Institutional Customers, for internal instructional use with your authorised learners. The structures, templates, node types, schema, models, and underlying system that produce Generated Content remain the exclusive property of CohenHallowell. **11.2 Nature of AI output.** Generated Content is produced by automated systems. It may contain errors, omissions, or inaccuracies, may not reflect the most current information, and is not a substitute for professional judgement. You are responsible for reviewing Generated Content before relying on it, particularly in any educational, assessment, or decision-making context. **11.3 Similarity of output.** Because the Service serves many users and applies common transformation rules, Generated Content provided to you may be similar to content generated for others from similar inputs. You obtain no exclusive rights in non-original structural or formatting elements, in the node architecture, or in elements derived from third-party materials. **11.4 Third-party materials in output.** Where Generated Content incorporates or is derived from User Content or third-party materials (including stock or licensed images matched to your content), your rights are limited by the rights you and we hold in those underlying materials. You must not use Generated Content in a way that infringes those rights. **11.5 No professional, medical, or diagnostic output.** Generated Content, including any reference to a neurodivergence profile, is for learning-support purposes only. It is not a diagnosis, clinical assessment, treatment, or professional advice. See the section on the non-clinical nature of the Service. ## 12. Acceptable use policy You agree not to use the Service to do, or to attempt or assist others to do, any of the following: - violate Applicable Law or the rights of others, including intellectual-property, privacy, and publicity rights; - upload, generate, or distribute unlawful, infringing, harmful, harassing, hateful, threatening, or sexually exploitative content, or any content that sexualises, endangers, or exploits minors; - misrepresent your identity, age, eligibility, or authority, or impersonate any person or organisation; - introduce malware, attempt to gain unauthorised access to the Service or other accounts, or probe, scan, or test the vulnerability of our systems without authorisation; - interfere with, disrupt, overload, or degrade the Service, its security, or its infrastructure; - use the Service to develop a competing product or service, or to train or improve any artificial-intelligence model or dataset; - resell, redistribute, or commercially exploit the Service or Generated Content other than as expressly permitted; - engage in automated, bulk, or adversarial usage designed to circumvent Credit, usage, or fair-use limits; or - use the Service in any manner that could expose CohenHallowell or others to liability or harm. **12.10 Enforcement.** We may investigate suspected violations and may suspend, restrict, or terminate access, remove content, and take any other action we consider appropriate, including cooperating with law enforcement. ## 13. Fair use policy and anti-abuse measures **13.1 Purpose.** Plans that include generous Credit allowances rely on a fair-use policy to protect the Service and the community of users from abusive or disproportionate consumption that would undermine the Service’s sustainability. **13.2 Fair-use limits.** Consumer subscriptions are for individual, non-automated learning use. Automated bulk transformation through the consumer platform (as distinct from an authorised institutional or API arrangement) is not permitted. We may flag for manual review accounts that exceed reasonable consumer usage thresholds (for example, very high daily transformation volumes), and may suspend accounts engaged in reselling Generated Content without an appropriate licence, or in other abuse. **13.3 Reasonable measures.** We may apply rate limits, queueing, caching, verification steps, and other technical and operational measures to enforce fair use and protect the Service. Institutional and enterprise usage is governed by the usage envelopes in the applicable licence agreement rather than the consumer fair-use policy. ## 14. Marketplace and user-contributed content **14.1 Optional marketplace.** We may offer a marketplace through which educators and other contributors can submit, share, or sell study materials or content (“Contributor Content”). Participation is voluntary and subject to any supplementary marketplace terms. **14.2 Contributor responsibilities.** If you contribute content, you represent that you own it or have all necessary rights, that it does not infringe third-party rights, and that it complies with these Terms and any marketplace guidelines. You grant CohenHallowell and, where applicable, purchasers the licences described in the marketplace terms. **14.3 Revenue share and rewards.** Any revenue share, credit reward, certification, or payout terms for contributors are as set out in the marketplace terms and may be changed prospectively. **14.4 No endorsement.** We do not endorse Contributor Content and are not responsible for its accuracy, quality, legality, or fitness for any purpose. Transactions for Contributor Content are between the relevant users, and we act only as a facilitator unless stated otherwise. ## 15. Third-party services, integrations, and links **15.1 Third-party providers.** The Service relies on third-party providers for functions such as artificial-intelligence inference, text-to-speech generation, image matching, payment processing, hosting, and analytics. Your use of the Service may be subject to those providers’ terms where applicable, and the availability and behaviour of such functions may depend on those providers. **15.2 Integrations.** The Service may integrate with third-party platforms (for example, learning-management systems such as Canvas, Moodle, and Blackboard). Your use of an integration may require you to comply with the third party’s terms, and we are not responsible for third-party platforms. **15.3 Links.** The Service may contain links to third-party sites or resources. We provide them for convenience only and are not responsible for their content, policies, or practices. ## 16. Educational, accessibility, and non-clinical nature of the service **BrainPulse™ is a learning-support tool, not a medical or diagnostic service** The Service is an educational and accessibility tool. It is not a medical device, and it does not provide medical, psychological, psychiatric, diagnostic, therapeutic, or other professional advice or treatment. Selecting or being assigned a neurodivergence profile within the Service is a content-configuration choice; it is not a diagnosis of any condition and must not be treated as one. The Service does not assess, screen for, diagnose, or treat ADHD, dyslexia, autism, dyscalculia, dysgraphia, developmental coordination disorder, or any other condition. For diagnosis, assessment, or treatment, consult a qualified professional. Outcomes vary between learners, and we do not warrant any particular educational result, score, or improvement. **16.1 Accessibility commitment.** CohenHallowell designs the Service with accessibility in mind and seeks to align with recognised accessibility guidance. We welcome accessibility feedback at the contact address below. No statement in these Terms is a guarantee that the Service will meet every accessibility need in every context. **16.2 Your judgement.** You remain responsible for deciding how to use the Service and Generated Content in your own learning, teaching, or institutional context, and for seeking professional support where appropriate. ## 17. Disclaimers of warranties **17.1 “As is”.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, PROPRIETARY MATERIALS, AND GENERATED CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COHENHALLOWELL AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. **17.2 No guarantees.** WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR ANY FILES ARE FREE OF HARMFUL COMPONENTS, OR THAT GENERATED CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. **17.3 Statutory rights.** Some jurisdictions do not allow the exclusion of certain warranties or of implied terms, including under consumer-protection legislation in Canada and the United States. To the extent such laws apply to you and cannot be waived, the above exclusions apply only to the extent permitted, and you may have rights that these Terms do not affect. ## 18. Limitation of liability **18.1 Exclusion of certain damages.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COHENHALLOWELL AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR EDUCATIONAL OUTCOMES, ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. **18.2 Liability cap.** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF COHENHALLOWELL AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO COHENHALLOWELL FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.00. **18.3 Essential basis.** These limitations are an essential basis of the bargain between you and CohenHallowell and apply even if a limited remedy fails of its essential purpose. **18.4 Exceptions and statutory limits.** Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law, such as liability for fraud, for wilful misconduct, or for death or personal injury caused by negligence where the law so provides. Where the law limits the extent to which liability may be excluded, the exclusions and limits in this section apply only to the maximum extent permitted. ## 19. Indemnification To the maximum extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless CohenHallowell and its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers, from and against any claims, demands, actions, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your User Content, including any claim that it infringes or misappropriates a third party’s rights or that you lacked the right to upload or transform it; (b) your use or misuse of the Service or Generated Content; (c) your violation of these Terms or Applicable Law; or (d) your violation of the rights of any third party. We may assume the exclusive defence and control of any matter subject to indemnification, in which case you agree to cooperate. This section survives termination. ## 20. Term, suspension, and termination **20.1 Term.** These Terms apply while you access or use the Service and until terminated. **20.2 Termination by you.** You may stop using the Service and close your Account at any time, subject to the cancellation and refund sections. **20.3 Suspension or termination by us.** We may suspend or terminate your access, with or without notice, if we reasonably believe you have violated these Terms or Applicable Law, if required to protect the Service or others, or for non-payment. Where practicable and lawful, we will give notice and, where appropriate, an opportunity to cure. **20.4 Effect of termination.** On termination, your licence to use the Service and Generated Content ends, and we may delete your Account and Content subject to our retention practices and Applicable Law. Provisions that by their nature should survive (including ownership, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions) survive termination. **20.5 Data export.** Before or for a limited period after termination, you may request export of your Generated Content where the Service provides that functionality, subject to any technical limits. ## 21. Copyright complaints and DMCA notice-and-takedown **21.1 Respect for copyright.** CohenHallowell respects intellectual-property rights and expects users to do the same. We respond to clear notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (“DMCA”) and applicable Canadian copyright law, including the notice-and-notice regime under the Copyright Act (Canada). **21.2 Submitting a notice.** If you believe content on the Service infringes your copyright, send a written notice to our designated agent at including: identification of the copyrighted work; identification of the allegedly infringing material and its location; your contact details; a statement of good-faith belief that the use is not authorised; a statement, under penalty of perjury where applicable, that the information is accurate and that you are authorised to act; and your physical or electronic signature. **21.3 Counter-notice and repeat infringers.** Where applicable, we will forward notices and accept counter-notices in accordance with the relevant law, and we may remove or disable access to allegedly infringing material. We may terminate the accounts of repeat infringers in appropriate circumstances. ## 22. Dispute resolution, arbitration, and class-action waiver **22.1 Informal resolution first.** Before starting a formal proceeding, you agree to contact us and attempt in good faith to resolve the dispute informally for at least 30 days after notice. **22.2 Arbitration.** To the extent permitted by Applicable Law, any dispute not resolved informally will be resolved by final and binding individual arbitration administered by the province of Quebec under its applicable rules, seated in Quebec, Canada. Judgment on the award may be entered in any court of competent jurisdiction. **22.3 Class-action waiver.** TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. This waiver may be unenforceable in some jurisdictions, including certain Canadian provinces; where it is unenforceable, it does not apply to you to that extent. **22.4 Exceptions.** Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property or confidentiality rights, and either party may bring an eligible claim in small-claims court. Consumers retain access to any dispute-resolution mechanism that Applicable Law makes available and non-waivable. **22.5 Opt-out.** Where permitted, you may opt out of arbitration by notifying us at the contact address within 30 days of first accepting these Terms. ## 23. Governing law and jurisdiction **23.1 Governing law.** These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the province of Quebec, Canada and the federal laws of Canada applicable there, without regard to conflict-of-laws rules, except that mandatory consumer-protection laws of your place of residence may also apply. **23.2 Jurisdiction.** Subject to the dispute-resolution section, the courts located in the province of Quebec, Canada have non-exclusive jurisdiction, and you consent to that jurisdiction and venue, without prejudice to any non-waivable right to bring proceedings in your local courts. **23.3 United States users.** If you use the Service from the United States, you do so on your own initiative and are responsible for compliance with local law. Mandatory United States federal and state consumer, privacy, and education-records laws that apply to you continue to apply. **23.4 Language.** It is the express wish of the parties that these Terms and related documents be drawn up in English. Il est de la volonté expresse des parties que la présente convention et les documents qui s’y rattachent soient rédigés en anglais. ## 24. Changes to the service and to these Terms **24.1 Changes to the Service.** We may modify, suspend, or discontinue all or part of the Service as described in these Terms. **24.2 Changes to these Terms.** We may update these Terms from time to time. We will post the updated Terms with a revised “last updated” date and, for material changes, provide reasonable advance notice by a method appropriate to the change (for example, by email or in-product notice) where required by Applicable Law. Changes take effect on the stated effective date. Your continued use after that date constitutes acceptance; if you do not agree, you must stop using the Service before the changes take effect. ## 25. Export controls and trade sanctions You must comply with all applicable export-control and economic-sanctions laws of Canada and the United States. You represent that you are not located in, ordinarily resident in, or acting on behalf of a person in a country or territory subject to comprehensive sanctions, and that you are not on any applicable restricted-party or sanctions list. You may not use or export the Service in violation of such laws. ## 26. Force majeure CohenHallowell is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labour disputes, governmental action, failures of the internet or third-party providers, power or telecommunications failures, and cyber-attacks. ## 27. General provisions **27.1 Entire agreement.** These Terms, together with the Privacy Policy, Cookie Policy, and any supplementary terms, constitute the entire agreement between you and CohenHallowell concerning the Service and supersede all prior agreements on the subject. **27.2 Severability.** If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect. **27.3 No waiver.** Our failure to enforce any provision is not a waiver of our right to do so later. **27.4 Assignment.** You may not assign these Terms without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganisation, or sale of assets. **27.5 No third-party beneficiaries.** Except for CohenHallowell’s affiliates, licensors, and suppliers as beneficiaries of the disclaimer, liability, and indemnity provisions, these Terms do not create third-party beneficiary rights. **27.6 Notices.** We may give notices by posting on the Service, by email, or by in-product message. You may give notices to us at the contact address below. **27.7 Relationship.** Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and CohenHallowell. **27.8 Survival.** Provisions that by their nature should survive termination will survive. ## 28. How to contact us Questions about these Terms may be sent to CohenHallowell at legal@cohenhallowell.com. General information is available at cohenhallowell.com.