PRAXPLAY TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

By creating an account, clicking acceptance checkboxes, purchasing a subscription, starting a free trial, or otherwise using the Service, you accept these TOS and our Privacy Policy (which is incorporated by reference). If you are using the Service on behalf of an entity (such as an institution or private practice), you represent that you have authority to bind that entity.

2. ELIGIBILITY; ACCOUNT USE

(a) Age Requirements

You must be 18 years of age or older to create an account and use the Service outside an institution-managed enrollment.

Students under 18 may access the Service only through an educational institution that enrolls or authorizes such students. The institution is solely responsible for verifying age eligibility and obtaining any required parental or guardian consent.

(b) Institutional Use

If you use the Service as part of an educational institution, your use may be subject to additional institutional policies and permissions, and certain institution administrators or instructors may be able to access your activity and content within the institution as permitted by the Service and institution settings.

(c) Private Practice Use

Accounts may be used within a private practice. Private practice use is separate from institutional use. Access to private practice data is restricted to members of that same practice.

(d) Individual Use

Individual therapists and students may also create accounts and use the Service independently. Accounts are not affiliated with an institution or private practice unless the user joins one through the platform.

3. PRIVACY; CONSENT TO COMMUNICATIONS

Your privacy rights are described in our Privacy Policy, which forms part of this TOS and governs your access to and use of the Service.

CONSENT TO EMAIL.

By creating an account, you consent to receive communications from us, including:

• Transactional communications (e.g., account notices, security alerts, service announcements), and
• Marketing communications (e.g., newsletters, product updates, promotions).

You may opt out of marketing emails using the unsubscribe mechanism in those messages, but you will continue to receive transactional communications necessary to operate your account and the Service.

CONSENT TO SMS/TEXT MESSAGES.

By providing your phone number during registration or account settings, you consent to receive SMS text messages from Praxplay (or our service providers) for the following purposes:

• Account verification codes
• Multi-factor authentication codes
• Account security alerts

Message frequency: You may receive up to 10 SMS messages per month related to account verification and security.

Message and data rates may apply. Your mobile carrier's standard messaging rates apply to all SMS messages.

Opt-out: You may opt out of SMS messages at any time by replying STOP to any message. You may also disable SMS verification through your account settings.

Consent to receive SMS messages is not a condition of purchasing or using the Service. You may use the Service without providing a phone number, though certain security features (such as multi-factor authentication via SMS) will not be available.

4. GRANT OF RIGHTS; LICENSE TO USE THE SERVICE

(a) License to You

Subject to your compliance with these TOS, Praxplay grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal educational or professional development purposes during your subscription term (including any free trial).

(b) Restrictions

You may not (and may not permit others to):

• Copy, modify, distribute, sell, lease, or sublicense the Service;
• Reverse engineer, decompile, disassemble, or attempt to derive source code or underlying models or systems;
• Access the Service to build or benchmark a competing product or service;
• Circumvent security features, access controls, or rate limits;
• Use automated scraping or harvesting tools, except as expressly permitted by Praxplay in writing.

5. ACCOUNT REGISTRATION; SECURITY

(a) Registration

To access the Service, you must create an account and provide accurate, current, and complete information. You agree to update account information as needed.

(b) Credentials and Responsibility

You are responsible for safeguarding your password and for all activity that occurs under your account. You may not share credentials except with authorized users as applicable to your organization's account. You agree to notify Praxplay promptly of any unauthorized use or security breach.

(c) Inactivity

We may suspend or terminate accounts that remain inactive for an extended period, in our discretion, subject to applicable law and contractual commitments.

6. SERVICE PURPOSE; TRAINING-ONLY; NOT THERAPY; NOT HIPAA

(a) Training and Educational Purpose Only

Praxplay is intended solely for educational, training, and professional development purposes. The Service is not a provider of therapy, clinical supervision, or professional licensure.

(b) Not for Real Clients; No Client Data

You agree not to use the Service to provide therapy to real clients or to enter real client personal health information into the Service.

(c) HIPAA Disclaimer

Praxplay is not a HIPAA-compliant service and is not intended to process protected health information (“PHI”). You are responsible for ensuring you do not upload PHI or other regulated health data into the Service.

7. RESPONSIBILITY FOR CONTENT

(a) Your Content

“Content” includes all text, files, messages, prompts, submissions, transcripts, images, data, and other materials that you upload, create, transmit, or make available through the Service (“Your Content”).

You are solely responsible for Your Content and for ensuring that Your Content:

• Does not violate any applicable law or regulation;
• Does not infringe the rights of others (including intellectual property and privacy rights);
• Does not include real client PHI or other prohibited data.

(b) Monitoring and Removal

Praxplay has no obligation to prescreen Content, but we may remove Content or restrict access to it if we believe it violates these TOS, is unlawful, or creates risk to the Service or others.

8. RIGHTS TO CONTENT

(a) Ownership

You retain ownership of Your Content. Praxplay does not claim ownership of Your Content.

(b) License to Praxplay (Service Operation)

You grant Praxplay and its service providers a worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, transmit, and display Your Content solely as necessary to:

• Provide, operate, and maintain the Service;
• Provide support, security, and troubleshooting;
• Comply with law and enforce these TOS.

This license continues for as long as Your Content is stored in the Service in accordance with our Privacy Policy.

(c) Feedback

If you provide suggestions, ideas, improvements, or feedback (“Feedback”), you grant Praxplay a perpetual, irrevocable, worldwide, royalty-free license to use that Feedback without compensation or attribution.

9. USER CONDUCT; SIMULATED CONTENT

You agree not to use the Service in a manner that violates applicable law or these TOS.

(a) Prohibited Conduct

You may not:

• Use the Service to threaten, harass, or target a real person or group, or to coordinate wrongdoing against others;
• Impersonate any person or entity or misrepresent your affiliation;
• Upload or distribute malware or other harmful code;
• Attempt unauthorized access, disrupt the Service, or circumvent access controls;
• Systematically scrape, harvest, or extract data from the Service except as expressly permitted in writing by Praxplay;
• Use the Service to develop, train, benchmark, or improve competing products or services through extraction or automated means.

(b) Simulated Training Content Exception

Because Praxplay is designed for training and educational simulations, the Service may be used to create or generate content that, in context, depicts difficult, offensive, harassing, hateful, explicit, or otherwise objectionable language as part of a simulated scenario (for example, a simulated client presenting with harmful, hostile, or discriminatory beliefs or speech), provided that such content:

• Is generated and used solely for educational or training purposes within the Service;
• Is not directed at, used to harass, or used to threaten a real individual or identifiable group outside the simulated context;
• Does not include real client PHI or other prohibited personal data; and
• Does not otherwise violate applicable law.

Praxplay may restrict or remove content that we reasonably believe creates safety, legal, or platform integrity risks, even if it is intended as simulation.

10. THIRD-PARTY SERVICES

The Service may integrate with or rely on third-party services (e.g., hosting, monitoring, email delivery, AI providers). Your use of such services may be subject to those third parties' terms. Praxplay is not responsible for third-party services outside the Service.

11. MODIFICATIONS TO THE SERVICE

We may modify, suspend, or discontinue the Service (or any part of it) at any time, with or without notice, and will not be liable for doing so to the maximum extent permitted by law.

12. SUBSCRIPTIONS; FREE TRIALS; AUTO-RENEWAL; BILLING

(a) Subscriptions Required

The Service is offered on a paid subscription basis, which may include a free trial.

(b) Free Trial and Auto-Conversion

If you start a free trial, you authorize Praxplay (and its payment processor) to automatically convert your account to a paid subscription at the end of the trial unless you cancel before the trial ends, and to charge your payment method accordingly.

(c) Auto-Renewal

Subscriptions automatically renew unless canceled before the renewal date. By subscribing, you authorize recurring charges until cancellation.

(d) Price Changes

We may change subscription fees effective at the start of a renewal period by providing reasonable advance notice. If you do not cancel, you are deemed to accept the new price.

(e) Taxes

Fees are exclusive of applicable taxes, which you are responsible for paying.

(f) Non-Payment

If payment cannot be processed when due, we may suspend or terminate access to the Service. We will provide a seven (7) day grace period to resolve payment issues before suspending or terminating access, unless we reasonably determine earlier action is necessary for security, legal, or risk reasons.

(g) Refunds

All sales are final. No refunds will be issued for subscription fees, except as required by applicable law. If applicable law in your jurisdiction provides a mandatory cooling-off or cancellation period, those statutory rights apply.

13. SUSPENSION AND TERMINATION

(a) Suspension/Termination by Praxplay

We may suspend or terminate your access if you violate these TOS, create risk to the Service, fail to pay fees when due, or for legal/safety reasons.

(b) Termination by You

You may cancel recurring billing and terminate your subscription in-app through your account settings. Cancellation takes effect at the end of your then-current billing period unless otherwise required by law.

(c) Effect of Termination; Data Retention

Upon termination, your access will end. Data retention and deletion are governed by the Privacy Policy. Personal data is removed within 30 days of an account deletion request; legally required records may be retained for up to 12 months.

14. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRAXPLAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Praxplay does not warrant that the Service will be uninterrupted, secure, error-free, or that results (including AI-generated outputs) will be accurate or reliable.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• PRAXPLAY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.
• PRAXPLAY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TOS WILL NOT EXCEED THE AMOUNT PAID BY YOU TO PRAXPLAY FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the fullest extent permitted by law.

16. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Praxplay and its owners, employees, affiliates, and agents from and against claims, damages, liabilities, losses, and expenses (including attorneys' fees) arising out of:

• Your Content;
• Your violation of these TOS or applicable law; or
• Your misuse of the Service.

17. GOVERNING LAW

These TOS are governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to conflict-of-law principles.

18. BINDING ARBITRATION AND CLASS ACTION WAIVER

(a) Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to these TOS or the Service (“Claim”) will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or other applicable AAA rules).

(b) No Jury; Limited Review

Arbitration means there is no judge or jury, and court review is limited.

(c) Location and Procedure

The arbitration will be conducted in English by a single neutral arbitrator. Hearings may be conducted remotely and/or in Delaware as determined under AAA rules.

(d) Class Action Waiver

ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. YOU AND PRAXPLAY AGREE THAT NO CLAIM MAY BE BROUGHT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

(e) Injunctive Relief for IP

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independent of arbitration.

(f) Changes to This Section

If Praxplay makes a material change to this Section 18, the change will not apply to Claims of which you provided written notice to Praxplay before the change took effect.

19. EXPORT AND SANCTIONS COMPLIANCE

You represent that you are not located in a country subject to U.S. embargo or listed on U.S. restricted party lists, and that you will comply with applicable export and sanctions laws.

20. DMCA / COPYRIGHT COMPLAINTS

If you believe content in the Service infringes your copyright, you may submit a notice including required information under the Digital Millennium Copyright Act (DMCA) to:

21. NO THIRD-PARTY BENEFICIARIES

Except as expressly stated, there are no third-party beneficiaries to these TOS.

22. GENERAL PROVISIONS

(a) Entire Agreement

These TOS and the Privacy Policy constitute the entire agreement between you and Praxplay regarding the Service and supersede prior agreements.

(b) Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

(c) Assignment

You may not assign these TOS without Praxplay's prior written consent. Praxplay may assign these TOS as part of a corporate reorganization, merger, or sale of assets.

(d) No Waiver

Failure to enforce any provision is not a waiver.

(e) Force Majeure

Praxplay is not liable for delays or failures due to causes beyond its reasonable control.

23. CONTACT INFORMATION