Terms of Service

Product: Fluenci — AI-Powered Language Learning Platform
Company: NovaWealth
Effective Date: April 23, 2026
Last Updated: April 23, 2026
Contact: legal@fluenciapp.com

Disclaimer: This document is provided as a starting point and should be reviewed by legal counsel before execution. It does not constitute legal advice.

1. Acceptance of Terms

By accessing or using the Fluenci platform ("Service"), including any associated mobile applications, websites, APIs, or related services, you ("User," "you") agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an educational institution or other organization ("Institution"), you represent that you have the authority to bind that Institution to these Terms, and "you" refers to the Institution.

If you do not agree to these Terms, you must not access or use the Service.

2. Description of Service

Fluenci is an AI-powered language learning platform that delivers personalized lessons, adaptive practice, conversational tutoring, and progress tracking across multiple languages. The Service is designed for use by:

• Individual learners seeking self-directed language study.
• Educational institutions deploying Fluenci for classroom-based instruction, including assignment creation, grading, and student progress reporting.

The Service includes, but is not limited to: AI-generated exercises, spaced repetition review, speaking and listening practice, teacher dashboards, student progress analytics, and administrative tools for institutional deployment.

3. Accounts and Registration

3.1 Account Creation

To use the Service, you must create an account using a valid email address and password, or through an alternative authentication method offered by the Service (such as magic link). You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information to keep it accurate and complete.
• Maintain the security and confidentiality of your login credentials.
• Notify Fluenci immediately at security@fluenciapp.com if you suspect unauthorized access to your account.

3.2 Account Responsibility

You are solely responsible for all activity that occurs under your account. Fluenci is not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.3 Age Requirements

Users under the age of 13 may only use the Service when access is provisioned through an educational institution that has entered into an institutional agreement with Fluenci. Individual accounts require users to be at least 13 years of age, or the applicable minimum age in their jurisdiction.

4. Institutional Accounts

4.1 School Official Relationship

When an Institution deploys Fluenci, Fluenci operates as a "school official" under FERPA's school official exception (34 CFR Section 99.31(a)(1)(i)(B)). In this capacity, Fluenci:

• Performs a service that the Institution would otherwise use employees to provide.
• Is under the direct control of the Institution with respect to the use and maintenance of education records.
• Uses education records only for the purposes for which disclosure was made.

4.2 Institutional Controls

Institutions retain the following controls over their deployment:

• Adding and removing students, teachers, and administrators.
• Creating and managing classrooms, assignments, and curricula.
• Exporting all organizational data at any time via the data export endpoint.
• Requesting full data deletion for their organization.
• Accessing audit logs for all administrative actions within their organization.
• Configuring email domain restrictions for self-registration.
• Deactivating their organization, which freezes all user access.

4.3 Administrator Responsibilities

Institutional administrators are responsible for:

• Ensuring that only authorized individuals are granted accounts within their organization.
• Designating an IT contact for security reviews and incident communication.
• Managing teacher and student access in compliance with their own institutional policies.
• Obtaining any necessary parental or guardian consents required by applicable law for students under 18, to the extent not covered by FERPA's school official exception.

5. Acceptable Use

5.1 Permitted Uses

You may use the Service for its intended purpose: language learning, teaching, assignment management, and related educational activities.

5.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to gain unauthorized access to any portion of the Service, other users' accounts, or any systems or networks connected to the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service or any underlying algorithms, models, or processes.
• Scrape, crawl, or use automated means to extract data from the Service, except through APIs expressly provided for that purpose.
• Interfere with or disrupt the integrity or performance of the Service.
• Upload, transmit, or distribute any viruses, malware, or other harmful code.
• Use the Service to harass, abuse, threaten, or intimidate any other user.
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.
• Circumvent or attempt to circumvent any content safety, access control, or usage limitation measures.
• Use the Service to generate content that is illegal, hateful, sexually explicit, or that promotes violence.
• Resell, sublicense, or redistribute access to the Service without prior written consent from Fluenci.

5.3 Enforcement

Fluenci reserves the right to investigate and take appropriate action in response to violations of this Section, including suspending or terminating accounts, removing content, and reporting conduct to law enforcement.

6. Intellectual Property

6.1 Fluenci Platform

The Service, including all software, algorithms, designs, user interfaces, documentation, and related materials, is the property of NovaWealth and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited right to use it in accordance with these Terms.

6.2 Institutional Data

Institutions retain full ownership of all data they and their users generate through the Service, including but not limited to student profiles, learning progress data, assignment submissions, chat transcripts, and administrative records ("Institutional Data"). Fluenci claims no ownership over Institutional Data.

6.3 Student-Created Content

Content created by students in the course of using the Service (including assignment submissions, chat messages, and voice recordings) is considered part of Institutional Data when the student's account is provisioned through an Institution. For individual (non-institutional) users, the user retains ownership of their own content.

6.4 License Grant to Fluenci

You grant Fluenci a limited, non-exclusive, non-transferable license to use, process, and store your data solely for the purpose of providing, maintaining, and improving the Service. For institutional accounts, this license is further limited by the terms of the applicable data processing agreement and FERPA requirements.

6.5 Feedback

If you provide Fluenci with feedback, suggestions, or ideas regarding the Service, Fluenci may use such feedback without restriction or obligation to you.

7. Data Ownership and Privacy

7.1 Institutional Data Ownership

Institutions own all Institutional Data. Fluenci processes Institutional Data as a service provider acting on behalf of the Institution.

7.2 Privacy Policy

The collection, use, and protection of personal information is governed by Fluenci's Privacy Policy and FERPA Alignment Statement, available at docs/privacy_and_ferpa_alignment.md and at a URL to be published on the Fluenci website. In the event of a conflict between these Terms and the Privacy Policy regarding data handling, the Privacy Policy controls.

7.3 FERPA Compliance

Fluenci is designed to align with the Family Educational Rights and Privacy Act (FERPA). Student education records are:

• Used exclusively for delivering personalized language instruction, generating progress reports, and enabling teacher oversight.
• Never used for advertising, marketing to students, sale to third parties, or building profiles for non-educational purposes.
• Never used for training AI models. All AI subprocessor agreements prohibit training on input data.

7.4 Subprocessors

Fluenci uses third-party subprocessors to deliver the Service (including Supabase, Anthropic, Google, OpenAI, ElevenLabs, and Stripe). A current list of subprocessors, the data they receive, and their data processing commitments is maintained in the Privacy and FERPA Alignment Statement. Fluenci will provide Institutions with reasonable advance notice before adding a new subprocessor that processes student PII.

7.5 Data Breach Notification

In the event of a confirmed data breach affecting student education records, Fluenci will notify the affected Institution within 72 hours of confirmation, via direct email to the designated IT contact. A full incident report will follow within 14 days.

8. AI-Generated Content

8.1 Supplementary Nature

The Service uses artificial intelligence to generate language learning exercises, provide conversational practice, grade assignments, and deliver tutoring feedback. All AI-generated content is supplementary to, and not a substitute for, professional instruction or academic advising. Fluenci does not guarantee the accuracy, completeness, or pedagogical suitability of AI-generated content in all circumstances.

8.2 Content Safety

All AI-generated content is processed through a content safety pipeline before being displayed to users. For users under 18, additional safety measures are applied, including content filtering and review protocols as described in the Privacy and FERPA Alignment Statement.

8.3 No Professional Advice

Nothing generated by the Service constitutes professional, legal, medical, psychological, or certified educational advice. Users and Institutions should exercise independent judgment and consult qualified professionals as appropriate.

8.4 AI Model Limitations

AI models may occasionally produce incorrect, incomplete, or inappropriate outputs. Fluenci continuously monitors and improves its content safety and accuracy systems but does not warrant that AI outputs will be error-free.

9. Subscription and Payment

9.1 Subscription Tiers

The Service is offered on a subscription basis. Current subscription tiers, features, and pricing are published on the Fluenci website and may be updated from time to time. Fluenci will provide at least 30 days' notice before any price increase takes effect for existing subscribers.

9.2 Institutional Billing

Institutional subscriptions are billed according to the terms of the institutional agreement executed between the Institution and Fluenci. Pricing may be structured on a per-seat, per-classroom, or flat-rate basis as agreed.

9.3 Individual Billing

Individual subscriptions are billed monthly or annually through Stripe. By subscribing, you authorize Fluenci to charge the payment method on file for the applicable subscription fees. Fluenci does not directly store payment card information; all payment data is managed by Stripe in accordance with PCI-DSS requirements.

9.4 Free Trials and Pilot Programs

Fluenci may offer free trials or pilot programs at its discretion. The terms of any pilot program will be documented in a separate pilot agreement. At the conclusion of a trial or pilot period, continued access requires an active paid subscription or institutional agreement.

9.5 Cancellation and Refunds

• Individual users may cancel their subscription at any time. Cancellation takes effect at the end of the current billing period. No pro-rated refunds are provided for partial billing periods unless required by applicable law.
• Institutional accounts are governed by the cancellation terms in their institutional agreement.

10. Service Availability

10.1 Uptime Target

Fluenci targets 99.9% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance windows and force majeure events.

10.2 Scheduled Maintenance

Fluenci may perform scheduled maintenance that temporarily reduces availability. When possible, maintenance will be scheduled during low-usage hours (typically weekends or overnight Eastern Time) and communicated to institutional administrators at least 48 hours in advance.

10.3 Force Majeure

Fluenci is not liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power outages, internet service provider failures, third-party service outages (including cloud infrastructure providers and AI model providers), or cyberattacks.

11. Limitation of Liability

11.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOVAWEALTH, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

11.3 Cap on Liability

NOVAWEALTH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO FLUENCI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

11.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

12.1 Your Indemnification of Fluenci

You agree to indemnify, defend, and hold harmless NovaWealth and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) any content you submit or transmit through the Service that infringes or violates the rights of any third party.

12.2 Fluenci's Indemnification of You

Fluenci agrees to indemnify, defend, and hold harmless you and your Institution (if applicable) from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Fluenci's material breach of these Terms; (b) Fluenci's negligent or wrongful handling of education records in violation of FERPA; or (c) any claim that the Service infringes or misappropriates a third party's intellectual property rights.

12.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to provide prompt notice does not relieve the indemnifying party of its obligations except to the extent that the delay materially prejudices the defense.

13. Termination

13.1 Termination by You

• Individual users may terminate their account at any time by deleting their account through the Service or by contacting support@fluenciapp.com.
• Institutions may terminate their agreement by providing written notice to legal@fluenciapp.com in accordance with the terms of their institutional agreement.

13.2 Termination by Fluenci

Fluenci may suspend or terminate your access to the Service at any time if:

• You breach these Terms and fail to cure the breach within 15 days of written notice (where the breach is curable).
• You engage in conduct that Fluenci reasonably determines poses a risk to the security, integrity, or availability of the Service.
• Your account has been inactive for more than 12 months (individual accounts only).
• Required by law or regulation.

13.3 Effect of Termination

Upon termination of an institutional account:

1. Data export: The Institution may request a full export of all organizational data. Fluenci will make the data available for export within 30 days of the termination date.
2. Data deletion: Within 30 days following the data export period (or 30 days after termination if no export is requested), Fluenci will delete or anonymize all Institutional Data, including all PII.
3. Deletion confirmation: Fluenci will provide written confirmation of data deletion to the Institution.
4. Survival: Sections 6 (Intellectual Property), 7 (Data Ownership and Privacy), 11 (Limitation of Liability), 12 (Indemnification), 15 (Governing Law), and this Section 13.3 survive termination.

Upon termination of an individual account, Fluenci will delete the user's personal data within 30 days, subject to any legal retention requirements.

14. Modifications to Terms

Fluenci reserves the right to modify these Terms at any time. For material changes:

• Fluenci will provide at least 30 days' advance written notice to affected users and institutional administrators via email or in-app notification.
• The updated Terms will indicate the new effective date.
• Continued use of the Service after the effective date of the updated Terms constitutes acceptance of the changes.
• If you do not agree to the modified Terms, you must stop using the Service and, if applicable, terminate your account before the new Terms take effect.

For non-material changes (such as typographical corrections or formatting updates), Fluenci may update these Terms without advance notice.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Rhode Island, United States, without regard to its conflict of laws principles.

15.2 Jurisdiction

Any dispute arising out of or related to these Terms or the Service shall be resolved exclusively in the state or federal courts located in Providence County, Rhode Island. You consent to the personal jurisdiction of such courts.

15.3 Informal Resolution

Before filing any legal action, the parties agree to attempt to resolve any dispute informally by contacting legal@fluenciapp.com. The parties will attempt in good faith to resolve the dispute within 30 days of the initial notice.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable data processing agreement, and any institutional agreement, constitute the entire agreement between you and Fluenci with respect to the Service.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

The failure of Fluenci to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your rights under them without Fluenci's prior written consent. Fluenci may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

16.5 Notices

Notices to Fluenci should be sent to legal@fluenciapp.com. Notices to you will be sent to the email address associated with your account or, for Institutions, to the administrative contact on file.

17. Contact

For questions about these Terms of Service:

• Legal inquiries: legal@fluenciapp.com
• Privacy and data requests: privacy@fluenciapp.com
• Security concerns: security@fluenciapp.com
• General support: support@fluenciapp.com
• Partnerships: partnerships@fluenciapp.com

These Terms of Service are effective as of April 23, 2026.

This document is provided as a starting point and should be reviewed by legal counsel before execution.