AURORA NEGOTIATOR
TERMS OF SERVICE
Last Updated: September 3, 2026
1. Acceptance of the Terms of Service.
By accessing or using the Aurora Negotiator website offered by Aurora Negotiator LLC, operating as Aurora (“Aurora,” “we,” “us” or “our”) at https://auroranegotiator.com/ and all associated products, services, pages applications, software and platforms, including via our App (as defined herein) (collectively referred to as the “Services”), you (the “Subscriber”, “your” or “you”) confirm that you have read, understand and agree to be legally bound by these terms of use (“Terms of Service” or “Terms”). Please read the Terms of Service carefully and print a copy for your records.
Access to the Services is offered in phases to a limited number of qualified Subscribers, as described in Section 12. The Founding Member pre-sale closed on July 27, 2026. From that date, new Subscribers may join only by application for the phase then open, at Aurora’s sole discretion, and are admitted at the pricing and usage allowance for that phase as set out in Section 12.
IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES OR PRODUCTS.
Please review our Privacy Policy carefully, which is available at https://auroranegotiator.com/legal/privacy-policy (the “Privacy Policy”), as this Privacy Policy describes how we collect and use your personal information, as well requirements and restrictions regarding your provision of personally identifiable information into the Services.
PLEASE BE AWARE THAT SECTION 18 OF THESE TERMS OF SERVICE, BELOW, CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND AURORA HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST AURORA TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 18 OF THESE TERMS: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST AURORA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (B) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION PROVISIONS SET FORTH IN SECTION 18 OF THESE TERMS COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING CLASS ACTION LITIGATION. PLEASE SEE SECTION 18 FOR MORE INFORMATION REGARDING THESE ARBITRATION PROVISIONS, INCLUDING THE ARBITRATION PROVISIONS’ IMPACT ON THE PENDING CLASS LITIGATION AND HOW TO OPT OUT OF ARBITRATION. THE TERMS OF SERVICE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
2. Disclaimer-The Services are NOT a Substitute for Your Use of an Attorney.
Clinical research agreements, site agreements, master service agreements, confidentiality agreements, and related contracts involve complex legal obligations that vary based on applicable federal and state law, regulatory requirements, institutional policies, and the specific facts and circumstances of each engagement. You should consult a licensed attorney in the relevant jurisdiction before executing, modifying, or relying upon any contract term or negotiation position. No output from this platform should be used as a substitute for qualified legal counsel. The recommendations and analysis provided by this platform are based on industry standards, business practices, and strategic considerations common to clinical research contracting. They are intended to help users understand negotiation dynamics, assess business risk, and identify potential areas of compromise, not to interpret legal rights or obligations, assess regulatory compliance, or advise on litigation exposure. Aurora NEGOTIATOR makes no representation or warranty that the platform's outputs are accurate, complete, current, or suitable for any particular purpose. Clinical research contracting standards and applicable laws change frequently, and users are solely responsible for verifying that any contract term or negotiation position complies with applicable law and their organization's requirements. To the maximum extent permitted by applicable law, Aurora NEGOTIATOR and its affiliates, officers, employees, and agents shall not be liable for any loss, damage, or claim arising out of or related to your reliance on any output generated by this platform in lieu of obtaining qualified legal advice.
By using the Services, you acknowledge that you have read and understood this disclaimer and agree that AURORA provides business and strategic negotiation assistance only, and does not provide legal advice.
3. Changes to these Terms of Service.
By accessing our Services, you acknowledge and agree that we have the right to revise and amend these Terms of Service without prior notice. Your continued use of the Services following our posting of any such changes will mean that you accept such changes. Notwithstanding the foregoing, We may notify you at the email address provided to us or by a posting on the Services in the event that we make any material changes to these Terms of Service, and you may have to agree to or reject the updated Terms of Service at that time, in order to continue using the Services.
4. The Services are For Use by Individuals 18 Years of Age and Older.
While Aurora stores, processes and transfers data of individuals of all ages, including data regarding children based on their guardian’s or parent’s consent, the Services are intended solely to be accessed by natural persons who are 18 years of age or older, and any registration by, use of, or access to the Services by any person under 18 is unauthorized and in violation of these Terms of Service. We may terminate your use of the Services without notice if we believe you are less than 18 years old. By using the Services, you represent and warrant that, you are a natural person, you are 18 or older, and that you agree to and will abide by all of the terms and conditions of these Terms of Service.
5. Services and Subscriber Acknowledgements.
a. Services Description. Aurora’s Services offer a range of decision-making assistance tools, both automated and manual, for utilization in connection with drafting and negotiating contracts, including AI-assisted contract review and analysis of clinical trial budgets and CTAs, identification of negotiation positions and opportunities within those documents, and decision-support tools to help research sites prepare for sponsor negotiations and better understand associated contracts and terms. The Services are designed to help streamline contract review and negotiation but final decisions and revisions made through the Services will only be done with your permissions and at your request. Additionally, as noted throughout these Terms, the Services are not intended to be used in place of a licensed attorney and the Services do not negotiate on your behalf, do not provide legal advice and do not execute any contracts on your behalf.
b. Pre-Launch and Beta Services. You acknowledge and agree that any pre-sale subscription purchases by you of Aurora’s Services prior to Aurora’s launch date for such Services (the “Launch Date”) merely reserve your status as a founding member (each, a “Founding Member”) and lock in the pricing offered to Aurora’s Founding Members. Purchases made by you prior to the Launch Date will not give you access to functioning Services and Aurora does not guarantee a specific Launch Date or that the Services will ever be launched. Neither purchasing a subscription for Services prior to the Launch Date nor obtaining Founding Member status shall guarantee you early access to the Services or any special or different terms and conditions with respect to your use of the Services compared to the general public. Aurora may, at its sole discretion, offer access to Services to its Founding Members prior to the Launch Date or general release to the public (collectively, “Beta Services”). However, Aurora is not obligated to offer any Beta Services to its Founding Members or any other party. ALL BETA SERVICES ARE PROVIDED AS-IS, AS-AVAILABLE AND WITH ALL FAULTS AND AURORA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER, WHETHER EXPRESS, IMPLIED OR OTHERWISE WITH RESPECT TO ANY BETA SERVICES. AURORA’S TOTAL, AGGREGATE LIABILITY WITH RESPECT TO YOUR USE OF ANY BETA SERVICES SHALL NOT EXCEED FIFTY DOLLARS ($50.00 USD).
c. No Legal Advice. In addition to the disclaimer set forth in Section 2 above, You acknowledge and understand that Aurora is not a law firm and Aurora’s agents, employees or representatives are not attorneys, the Services and Output should not be used in place of a licensed attorney, and Aurora does not provide legal or professional services or advice, and the Services or any Output (as defined below) generated in connection of your use of the Services should not be relied upon as such. If legal or other professional assistance is needed, we recommend that you seek the services of a competent attorney or other appropriate professional. Our Services and any Output therefrom are intended only for supplemental use in connection for use and consultation with a licensed attorney or legal professional and should be independently verified by you or such professionals for accuracy, reliability, biases and applicability. Aurora content, Output and Services should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. No confidential attorney-client relationship is formed through use of this Services or the Services. Further, Aurora provides neither insurance nor any other liability coverage with respect to the information provided to us, the Services, Output or your use thereof.
d. Subscriber Content. You shall: (i) be solely responsible for the accuracy, quality, integrity and legality of the information, data, content, documentation or other materials provided by you (“Subscriber Content”) and the provision of Subscriber Content to Aurora or entered into the Services; (ii) be solely responsible for obtaining any consent or opt-in requirements required by your policies or applicable law and for ensuring all Subscriber Content is within the scope of any such consent or opt-in requirements; (iii) prevent unauthorized access to or use of the Services and promptly notify Aurora of any such unauthorized access or use; and (iv) use the Services and Output only for your internal business purposes in accordance with the applicable documentation and applicable laws, rules and regulations. You represent that the Subscriber Content supplied by you or your agent to Aurora or input into the Services is accurate and complete, including with respect to any information you provide for any filing. You also acknowledge and agree that Aurora is not responsible for any verification of Subscriber Content by Aurora as to its accuracy, integrity, legality or completeness.
6. Artificial Intelligence; Inputs and Outputs.
a. Input; Output. You may be allowed to interact with and use our Services in a variety of formats (such interactions, including without limitation your prompts and inputs “Input”). Our Services may generate Outputs or responses and/or enable the Services to take actions on your behalf, such as software manipulation, data processing, and system interactions, based on your Inputs (“Actions”). You acknowledge and agree that Aurora shall not be responsible or liable for any inaccurate, erroneous, biased or incomplete reports, records, deliverables, responses, materials, documentation, contracts, work product or other output (“Output”) generated on behalf of you or by or through your use of the Services, including without limitation any Output generated through use of artificial intelligence technology, software, platforms, applications, models, systems, tools or products, including without limitation, large language models and generative artificial intelligence, offered on the Services or as part of the Services (collectively, referred to herein as “AI”). You agree to hold Aurora and its parent, subsidiaries, directors, officers, employees, affiliates, successors, assigns, agents and representatives harmless and defend and indemnify Aurora, its affiliates and their respective officers, directors, employees, agents and assigns, from and against any claims, causes of action, damages and liability of whatever kind or nature, including but not limited to court costs and reasonable attorney fees relating to your Inputs and Subscriber Content therein (including to the extent incorporated in Output generated by your use of the Services).
b. Reliance on AI and Outputs. With respect to your use of any AI offered through the Services or as part of the Services, you acknowledge and agree that all AI is provided on a strictly “AS-IS” basis and with all faults and that the AI is considered a frontier and emerging technology that is still improving in accuracy, reliability and safety. When you use Services (including any AI contained therein or otherwise offered through the Services), you acknowledge and agree that:
(i) Output may not be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity.
(ii) Actions may not be error free or operate as you intended.
(iii) You should not rely on any Outputs or actions without independently confirming their accuracy and you are solely responsible and liable for verifying the Outputs.
(iv) The Services and any Outputs may not reflect correct, current, or complete information.
(v) You will not use the Outputs in violation of any applicable laws or regulations, nor shall you make decisions based on the Outputs that are discriminatory in nature, whether based on race, sex, gender, ethnicity or other distinguishing or sensitive features.
(vi) Outputs may contain content that is inconsistent with Aurora’s views.
(vii) Aurora is not responsible and shall not be liable for any Output generated through your use of the Services.
7. Use Restrictions.
a. You may access and use our Services only in compliance with these Terms, the Privacy Policy and any other supplemental terms or guidelines we may post from time to time. You are responsible for all activity under the account through which you access the Services. You shall not and shall not cause, induce or permit any third party to:
(i) Use the Services, AI and/or any Output without consultation with a licensed attorney and/or to replace a licensed attorney;
(ii) Reverse engineer, disassemble, or decompile the Services or any component thereof;
(iii) Establish an emulated environment to host, use or display any information used by the Services or otherwise copy, frame or mirror such information;
(iv) Input into the Services or use the Services to generate, produce or transmit infringing, libelous or otherwise unlawful or tortuous material, or transmit material that violates any third-party privacy rights or upload any personally identifiable information (PII) or other information that is confidential or protected by attorney-client or other legal privileges (or otherwise violate this Section 7);
(v) Share login or user ID information with any other person or third party;
(vi) Attempt to gain unauthorized access to the Services or their related systems, solutions or networks;
(vii) Sell, resell, rent or lease any of the Services;
(viii) Permit any third party to access the Services except as permitted by these Terms;
(ix) Create derivative works based on the Services;
(x) Use any automated means to access the Services or collect any information from the Services (including, without limitation, robots, spiders, scripts, or other automatic devices or programs);
(xi) Frame the Services in any manner, utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over any Services’ pages, or otherwise affect the display of any pages on the Services;
(xii) Engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
(xiii) abuse, harm, interfere with, or disrupt our Services, including, for example, introducing viruses or malware, spamming or DDoS services, or bypassing any of our systems or protective measures;
(xiv) Use the Services in any manner that violates applicable law or that could alter, damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services; or
(xv) Access, use or monitor our Services for benchmarking or any competitive purposes.
b. We may terminate or disable your access to these Services for any reason, with or without cause, including if we believe that you have violated or acted in a manner inconsistent with these Terms of Service.
8. Subscriber Representations.
a. The Services may be accessed only by registering for an account and creating a password. Keep your password secure. You are responsible for the activities on your account. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Services will violate or infringe upon the rights of any third party, including without limitation any copyright, trademark, patent, privacy, publicity, or other personal or intellectual property rights; or contain libelous, defamatory, or otherwise unlawful material. You will notify us promptly if you discover any unauthorized use of your account. We are not responsible for any losses resulting from unauthorized use of your account.
b. In addition, you agree not to use the Services to:
(i) Except where authorized by us, register for more than one Subscriber account, register or operate a Subscriber account on behalf of or for the benefit of any person who is not eligible to register for or operate a Subscriber account in their own name;
(ii) Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with or authority to act on behalf of any person or entity;
(iii) Upload, post, transmit, share, store, or otherwise make publicly available through the Services any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers, unless expressly authorized to do so by that third party; and
(iv) Upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Services; or use or attempt to use another’s account without authorization from that person, or create a false identity through the Services.
c. You represent and warrant that, except as expressly permitted by our Privacy Policy, you will not upload, post, transmit, share, input or make available any PII to the Services or Aurora, and by uploading documentation that identifies any party you agree that you consent to sharing information with such party(ies).
d. You acknowledge that, solely where and to the extent permitted by our Privacy Policy, by uploading payee information, payment information, which may include bank account information, EIN, routing numbers, NPI numbers, etc., you represent that the payee indicated will be the individual which the sponsoring party pays (e.g., research scientist is the payee) and that all information you provide is accurate and complete.
9. Aurora Content
a. As between us and you, all content made available on or through the Services, whether uploaded, published, or displayed by us, including designs, text, graphics, pictures, video, information, software, codes (including without limitation source code), models, applications, algorithms, music, sound and other files, and their selection and arrangement, is the property of Aurora and/or its third-party licensors, as applicable. (collectively the “Aurora Content”). To the best of our knowledge, we use only content that we own or have permission to use. No Aurora Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the owner’s prior written permission. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.
b. Aurora may act in reliance upon any instruction, information, documentation, name, email address or user password that you provide, including with respect to any subscription payment information, Inputs or submissions made through or with the Services. For any password protected areas, Aurora may assume a person entering a username, address and associated password is, in fact, that user or is authorized by that user to act on its behalf. Aurora may assume the latest email addresses and account information on file with Aurora are accurate and current.
c. You are solely responsible for the information, documentation and materials that you upload or input into the Services, and your conduct regarding the Services. By posting information to or through the Services, you agree to (a) provide accurate, current, and complete information; (b) maintain the security of your password and identification; (c) promptly notify us of any changes to information or circumstances that could affect your eligibility to continue using the Services; and (d) be fully responsible and liable for all use of your account and for any actions that take place using your account.
10. Third-Party Content.
a. You agree and consent to Aurora’s use of third parties, including affiliates and subcontractors to provide the Services to you, including individual aspects thereof. The Services may provide access to payment processing that is hosted and provided by third party service providers (e.g., Stripe). The Services may also contain links to third-party websites, offerings and services, and/or display advertisements for third parties (“Third-Party Content”). With respect to any Third-Party Content, Aurora has no control over the contents of those sites or resources. Aurora does not review, approve, endorse or make any promises with respect to Third-Party Content. You use all Third-Party Content at your own risk, and should apply a suitable level of caution and discretion in doing so.
b. Accordingly, Aurora is not responsible for the practices employed by third-party websites or services linked to or from our Services, including the information or content contained in such third-party websites or services, and these Terms of Service do not apply to them. Third parties’ terms of service, privacy policies or notices governing Third-Party Content or on third-party websites may be different from our Privacy Policy.
11. Mobile App; App Store.
a. If you have elected to download our mobile application (the “App”), we hereby grant you a limited, non-transferable, revocable license to use the object code of such software within the App on any mobile device that you own or control that such App is authorized to be operated on (as determined by us in our sole discretion) and is permitted by this Section 11. The App is licensed, not sold, to you for use only under the terms of this Terms. Aurora reserves all rights, title and interest not expressly granted to you. Nothing herein allows you to use the App on a device that you do not own or are not authorized to control.
b. Furthermore, with respect to any App accessed through or downloaded from an App Store such as Google Play® store or the Apple’s® App Store® (an “App Store Sourced Application”), you will only use the App Store Sourced Application: (1) on a product that runs the operating system for which it was intended and (2) as permitted by the “Usage Rules” set forth in the corresponding App Store. Use of the App from a third party App Store is also subject to the provisions of this Section 11 (App Store). You acknowledge that these Terms are between you and us and not with the owner or operator of the App Store Sourced Application (“App Store Owner”). As between the App Store Owner and us, we, and not the App Store Owner, are solely responsible for the Services, including the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless or cellular network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the Services, including the App. The following applies to any App Store Sourced Application:
(i) Your use of the App Store Sourced Application must comply with the App Store’s “Terms of Service” or equivalent terms.
(ii) You acknowledge that the App Store Owner has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(iii) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify the App Store Owner, and the App Store Owner will refund the purchase price for the App Store Sourced Application to you (if any) and to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Aurora and the App Store Owner, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Aurora.
(iv) You and we acknowledge that, as between Aurora and the App Store Owner, the App Store Owner is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
(v) You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Aurora and the App Store Owner, Aurora, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
(vi) You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of these Terms, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(vii) You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
(viii) Without limiting any other terms in these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
12. Payment Terms.
The following terms apply to your purchases of our Services.
a. Subscription Fees.
(i) Pre-Sale Pricing. Aurora charges for subscriptions to use the Services. Aurora offers both monthly and annual payment plans. Pricing for Subscribers who purchased during the pre-sale prior to the Launch Date is $500 per month or $5,000 per year (“Founding Pricing”). The pre-sale closed on July 27, 2026, and Founding Pricing is no longer offered to new Subscribers; this Section 12(a)(i) continues to govern Subscribers who reserved a Founding Member seat before that date. Pre-sale purchases locked in Founding Pricing for those Subscribers, and such Founding Members will continue to receive the Founding Pricing after the Launch Date in perpetuity for as long as their subscriptions remain active. If you pause or cancel your subscription at any time, you will lose Founding Pricing, may be added to a waitlist prior to being readmitted, and if chosen off the waitlist by Aurora, will be subject to Aurora’s then-current pricing for the phase at which you rejoin. If you purchased a subscription during the pre-sale prior to the Launch Date for Services that were not yet available for use, your card will not be charged until the Launch Date. Founding Member status includes the Founding usage allowance set out in Section 12(a)(iv). Subscribers who purchased during pre-sale and who receive Founding Pricing acknowledge and agree that Aurora may make updates to the Services in its sole discretion prior to Phase 2 and the Operational Phase.
(ii) Phase 2. After the pre-sale, there will be a second phase available to a limited number of qualified subscribers on an application basis (which will be approved or denied at Aurora’s sole discretion) for a limited period of time (“Phase 2”). Phase 2 prices are currently set at $997 per month, with a discounted annual option offered at a rate determined by Aurora, (“Phase 2 Pricing”). Phase 2 subscriptions include the Phase 2 usage allowance set out in Section 12(a)(iv). Waitlist status during Phase 2 does not guarantee you access to the Services during Phase 2 or any right to Phase 2 Pricing. Phase 2 Pricing is locked and fixed permanently for Phase 2 Subscribers so long as Phase 2 Subscribers maintain their membership without any break. If a Phase 2 Subscriber cancels their membership and then resubscribes at a later time, such Subscriber shall no longer considered a Phase 2 Subscriber and shall be subject to the then-current pricing for an Operational subscription to the Services, as further described below.
(iii) Operational Phase. After the Launch Date and Phase 2, the Services will be offered on an ongoing basis through successive release phases, each made available to a limited number of qualified Subscribers on an application basis (which will be approved or denied at Aurora’s sole discretion). This ongoing period shall be referred to as the “Operational Phase”, and the respective subscription fees shall begin at $1,200 per month, with a discounted annual option offered at a rate determined by Aurora in its sole discretion, and both the monthly and annual fees may be changed or increased in Aurora’s sole discretion at each successive release phase for new Subscribers joining during the Operational Phase (collectively, “Operational Pricing”). As described herein, legacy Subscribers, who are locked in at the pricing point which was offered at the time of subscribing to the Services, will not be subject to pricing increases so long as the Subscribers maintain their subscription to the Services without interruption. Unless otherwise noted, all prices displayed for the Services are displayed in the local currency (e.g., U.S. dollars). Prices for new Subscribers are subject to change at any time upon notice; pricing for existing Subscribers is locked as described in this Section 12(a) and Section 12(c). Operational Phase subscriptions include the usage allowance for the applicable release phase as set out in Section 12(a)(iv). Except as otherwise set forth herein, all fees paid by you for the Services are noncancellable and non-refundable.
(iv) Usage Allowance and Overage. Each subscription includes a monthly usage allowance of active contract reviews and analysis runs (the “Usage Allowance”). An “active contract review” is a contract that receives analysis through the Services at any time during a calendar month. An “analysis run” is one pass of contract analysis, budget analysis, or legal redline generation. AI adjustment chat, accepting or rejecting changes, downloads, the sponsor portal, and e-signature are not counted against the Usage Allowance. The Usage Allowance for Founding Members is five (5) active contract reviews and thirty (30) analysis runs per calendar month. The Usage Allowance for Phase 2 and each Operational Phase release is stated on the Pricing page and at enrollment for that phase. The Usage Allowance resets on the first day of each calendar month and unused allowance does not carry forward. Documents are limited to 25 MB each and ten (10) documents per contract. Additional active contract reviews beyond your Usage Allowance are available at the overage rate stated at enrollment and on the Pricing page (the “Overage Rate”), which is $20 per additional active contract review for Founding Members. An additional review will run only after you approve the Overage Rate charge within the Services; you will not be charged any overage without that approval. Approved overage charges are billed to your payment method on file with your next invoice. Aurora may set a different Usage Allowance and Overage Rate for new Subscribers at each release phase. The Usage Allowance and Overage Rate in effect when you subscribed remain fixed for you while your subscription remains continuously active, subject to Section 12(c).
b. Waitlist. You understand and acknowledge that the number of seats available for each phase is limited. Accordingly, if the seats for a respective phase fill, including when pre-sale concludes, then you will be added to a waitlist, which will be monitored and updated by Aurora in its sole discretion. You must complete an application in order to be added to the waitlist by Aurora. Prior to Phase 2 and the Operational Phase, respectively, a certain number of individuals on the waitlist will be selected by Aurora in its sole discretion to move onto Phase 2, or the Operational Phase, respectively. Once you have been selected to be moved off of the waitlist, you acknowledge and agree that your credit card will automatically be charged, at which point you will be granted access to the system and your pricing will be locked at the respective price point for which you became a Subscriber and were granted access to the Services.
c. Changes to Pricing. The pricing set forth above in Section 12(a)(i)-(iii) will remain locked at the price you purchase the Services as set forth above; provided that, Aurora reserves the right to adjust the pricing set forth in Section 12(a)(i)-(iii) as a result of any unforeseeable third-party charges outside Aurora’s control that render the pricing untenable to maintain by Aurora, in Aurora’s sole discretion . By agreeing to these Terms, you understand and agree that Aurora retains this right to adjust pricing as necessary due to any unforeseeable third party charges as described herein.
d. Subscription Cancellation. Before the Launch Date, you may cancel at any time with no charge, however, you acknowledge that upon such cancellation your seat as a Founding Member will be permanently released upon cancellation and cannot be re-claimed. If you are a Founding Member and cancel after the Launch Date, you acknowledge and agree that you permanently forfeit your right to Founding Pricing. If you choose to re-subscribe, you will be subject to the then-current Operational Pricing (or the then-current pricing for the phase at which you rejoin).
e. Payment. When you purchase the Services, you agree (i) that Aurora may charge the credit card, debit card, or other payment method you have chosen for your purchase verification, pre-authorization, and payment purposes for the total amount of your purchase (including any applicable taxes, service fees or other fees) directly or through a third-party payment processor (e.g., Stripe); (ii) Aurora may provide your payment information to third parties so we can complete the transaction related to your purchase and charge your payment method for the Services you have purchased (plus any applicable taxes and other charges); and (iii) to bear any additional charges that your bank or other financial service provider may levy on you. Completion of a payment transaction is contingent upon: (1) you providing complete personal, account, transaction and any other information needed, (2) authorization of the payment by your credit or debit card company or the company that is otherwise facilitating your payment, and (3) acceptance of your payment. We may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (a) if you attempt to use the Services in breach of any applicable law or regulation, including the card network rules or regulations; (b) if you use the Services in breach of these Terms; (c) if we suspect fraudulent, unlawful or improper activity regarding a payment; (d) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (e) failure to cooperate in an investigation or provide additional information when requested.
f. Additional Fees and Taxes. Any services charges or applicable taxes are additional to the prices for the Services, and such services charges and taxes will be communicated to you at checkout before you place an order as a separate line item, and you are responsible solely responsible for paying such charges and taxes to Aurora. All prices are net of any sales, use, excise, value added and similar taxes imposed by any governmental authority regardless of how denominated. You shall pay all such taxes or charges or provide us with a tax or levy exemption certificate acceptable to the applicable taxing or levying authority. We have the right to charge you for any taxes that we believe we are required to pay or collect related to your purchase.
g. Reservation of Rights. We reserve the right to not process or reject your order for the Services provided in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Aurora deems appropriate in its sole discretion.
13. Automatic Renewal and Consent to be Contacted.
a. You agree that you are committing to, and hereby expressly consent to, the automatically renewing monthly or annual membership subscription term that you have purchased to use the Services. Your subscription to the Services will automatically renew in perpetuity, either monthly or annually depending upon the subscription length that you have selected, unless you cancel your subscription in accordance with the terms of this Section 13. Unless you notify Aurora of your intent not to renew by logging into your account and affirmatively cancelling your subscription to the Services prior to the date of renewal, your subscription to the Services will AUTOMATICALLY RENEW either annually or monthly, depending on the subscription term length that you have selected, at the end of your current membership term unless it is canceled prior to the renewal. Your method of payment will continue to be charged at your locked subscription rate under Section 12, subject to adjustment only as permitted by Section 12(c) and to any approved overage charges under Section 12(a)(iv), unless you notify Aurora of your intent to cancel. You understand and agree that if you try to cancel a renewal after the applicable term length has already renewed, that you will not be entitled to a refund of that renewal term. You are required to notify Aurora immediately of any change in your name, phone number, billing address, credit card, bank or other account information.
b. You consent to be contacted as necessary for updates regarding automatic renewal of Services (e.g., pricing changes, changes to functionality and/or material changes to the nature of the purchased Services).
14. Intellectual Property
a. Aurora Property. Aurora exclusively owns all intellectual property rights, including without limitation copyrights, moral rights, trademarks, trade names, logos, service marks, technology, software, code (including without limitation source code), content, processes, methodology, domain names, trade secrets, know-how, formulae, techniques and technical data, analytics, models, algorithms, engineering, architecture, patents, ideas, inventions, applications, templates, and tools, included within and related to, Aurora, the App, the Services provided hereunder and offered on Aurora’s websites and applications, anywhere in the world and including all goodwill associated therewith and any modifications, enhancements or derivations to any of the foregoing (“Aurora IP”). Except for the limited license right granted herein, no right, title or license, either express or implied, is granted in or the Services hereunder by Aurora. Subject to your full payment of all fees due for the Services and compliance with these Terms, Aurora grants to you a non-exclusive, limited, non-transferable, non-assignable, revocable license during the term of this Agreement to use the Services solely for your limited internal business purposes as expressly permitted herein.
b. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Feedback”), provided by you to us through the Services are non-confidential and shall become the sole property of Aurora. Aurora shall own exclusive rights, including all intellectual property rights in and to, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
c. DMCA and Copyright Complaints. If you believe that your work has been reproduced or distributed in a way that constitutes copyright infringement or are aware of infringing material available through the Services, please notify us by emailing us at hello@auroranegotiator.com with the subject line “DMCA Takedown Request.” We will process each notice of alleged infringement that we receive and take appropriate action with respect to applicable intellectual property laws. If you believe that any material on the Services infringes upon any copyright which you own or control, you may send a written notification of such infringement to our designated agent as set forth below:
Designated Agent: Erik Lombere, Aurora Negotiator LLC, hello@auroranegotiator.com.
(i) To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication including the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
15. Limited Performance Warranty and Disclaimers.
a. Subject to the below conditions, Aurora guarantees at least $10,000 in negotiation positions worth reviewing on your first study after the Launch Date if you use the Services in accordance with these Terms and all applicable documentation. If the Services do not surface at least $10,000 in negotiation positions worth reviewing on the first study that your team processes after launch of the Services, your first month of fees is on us (in the form of a credit as described below); provided that, you must: (i) upload a complete, genuine study budget or CTA from a real active or pending study within the first thirty (30) days; (ii) review the positions that Aurora surfaces; (iii) submit the budget or CTA to the sponsor through the Services; and (iv) remain an active subscriber through the end of the first month of your subscription. Additionally, the following exclusions apply to the guarantee set forth in this Section 15(a) so that if any of these conditions are present or occur, the guarantee is void and will not be offered: (a) incomplete, test, or non-genuine documents; (b) failure to review or to submit through the Services; (c) cancellation before the end of the first month of your subscription; and (d) shortfalls resulting from your error or failure to follow instructions provided by Aurora. If the conditions above are met and none of the exclusions are present, and the guarantee is not achieved, your sole and exclusive remedy and Aurora’s sole and exclusive liability shall be to issue you a credit for your first month of subscription. This guarantee applies solely to the first study reviewed after your launch of the Services. The first study reviewed under this guarantee counts toward your monthly Usage Allowance under Section 12(a)(iv), and Aurora will not decline the guarantee on the ground that your Usage Allowance was exhausted during that study. Please review the full Guarantee Terms published at https://auroranegotiator.com/legal/guarantee-terms and presented at enrollment. You understand and acknowledge that results of the Services will vary based on protocol complexity, sponsor and site-specific factors.
b. We reserve the right to change any and all content within the Services at any time without notice; provided that, notice will be provided where changes are made to Services that automatically renew.
c. THE SERVICES, ANY OUTPUT AND AURORA CONTENT ARE PROVIDED "AS AVAILABLE," "AS IS" AND WITH ALL FAULTS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, AURORA HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED AND/OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THEY MAY NOT APPLY TO YOU. WARRANTIES IMPLIED BY LAW THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE MINIMUM LENGTH REQUIRED BY LAW.
d. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. THE SERVICES ARE INTENDED ONLY AS A DECISION-SUPPORT TOOL AND AURORA DOES NOT GUARANTEE ANY SPECIFIC OUTCOME, REVENUE INCREASE OR CONTRACT RESULT.
e. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any user data, financial damages, lost profits, or loss of business, resulting from your or anyone’s use of the Services.
16. Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL AURORA OR ANY OF ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF ANY OF US IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES, UNDER ANY THEORY OF LIABILITY, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY HEREUNDER. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR A SERVICE, YOU SHALL BE LIMITED TO, AT MOST, INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, AND SHALL NOT BE ENTITLED TO ANY OTHER DAMAGES, REGARDLESS OF THE CAUSE OF ACTION.
17. Governing Law; Venue; Waiver.
These Terms and any disputes relating hereto or arising in connection with the Services shall be governed by the laws of the State of Washington, without regard to its conflict of law provisions. For any cause of action initiated against Aurora relating to these Terms or the Services, you agree to submit to the exclusive and personal jurisdiction of the applicable state and federal courts located in the State of Washington.
Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of that right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, then we nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect. The language of these Terms of Service shall be construed as to its fair meaning and not strictly for or against any party.
18. Arbitration and Dispute Resolution.
a. Please read this Arbitration Agreement carefully. It is part of your contract with Aurora and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
b. Scope of Arbitration Agreement (“Arbitration Agreement”). You acknowledge and agree that any dispute or claim relating in any way to your access or use of the Services or to any other aspect of your relationship with Aurora will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Aurora may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose before this or any prior agreement. NOW OR IN THE FUTURE, THERE MAY BE LAWSUITS AGAINST Aurora ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS. SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU. THE EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL ULTIMATELY SUCCEED. BUT IF YOU AGREE TO ARBITRATION WITH Aurora, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST Aurora IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
c. Arbitration Rules and Forum. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the State of Washington before three arbitrators. The arbitration shall be governed by the laws of the State of Washington. The arbitration shall be administered by American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum.
d. Arbitrator Powers. The arbitrators, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Aurora. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Service. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding on you and Aurora.
e. Waiver of Jury Trial. YOU AND Aurora EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Aurora are instead electing to have claims and disputes resolved by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Service as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. In any litigation between you and Aurora over whether to vacate or enforce an arbitration award, you and Aurora waive all rights to a jury trial, and elect instead to have a judge resolve the dispute.
f. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Aurora is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in Section 17 (Governing Law, Venue and Waiver) above.
g. Opt-Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Aurora can force the other to arbitrate. To opt out, you must notify Aurora in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Aurora username (if any), the email address you used to set up your Aurora account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: hello@auroranegotiator.com. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
h. Exclusive Venue. To the extent the parties are permitted under these Terms of Service to initiate litigation in a court, both you and Aurora agree that all claims and disputes arising out of or relating to these Terms of Service will be litigated exclusively in the applicable state or federal courts located in the State of Washington.
19. Force Majeure.
Aurora shall be excused from performing hereunder to the extent prevented by any cause beyond Aurora’s reasonable control and shall not be liable or responsible for any delays or errors resulting therefrom.
20. Indemnity.
To the maximum extent permitted by law, you agree to indemnify and hold us, our subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs (including attorneys’ fees), and expenses, arising out of or in connection with your use of the Services, Subscriber Content, your Input or Output or any violation of these Terms of Service.
21. Survival.
The following Sections survive the termination of these Terms of Service: Sections 1, 2, 5, and 6 through 21.
PLEASE KEEP A COPY OF THIS AGREEMENT FOR YOUR RECORDS AND PLEASE CHECK BACK FREQUENTLY FOR ANY CHANGES TO THIS AGREEMENT.