Chatbot Terms of Use

Effective Date: 04/01/2026

These Chatbot Terms of Use are between you and Lemnis (“Company,” “we,” “us,” or “our”). Mainstay is a division of Lemnis, a nonprofit corporation.

BY COMMUNICATING WITH, ACCESSING, OR OTHERWISE USING (COLLECTIVELY, “USE” OR “USING”) COMPANY’S CHATBOT AND RELATED KNOWLEDGE BASE, INCLUDING ANY NEW FEATURES, UPDATES, RELEASES, DOCUMENTATION, SUPPORT, AND RELATED SERVICES (COLLECTIVELY, THE “SERVICES”), YOU (“YOU” OR “USER”) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE CHATBOT TERMS OF USE AND THE CHATBOT PRIVACY POLICY AVAILABLE AT [INSERT URL] (COLLECTIVELY, THE “TERMS”), REPRESENT THAT YOU ARE AT LEAST 16 YEARS OLD OR OTHERWISE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND ACCEPT THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THEM. YOU MAY NOT USE THE SERVICES IF YOU ARE NOT AT LEAST 16 YEARS OLD. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES, WITH LIMITED EXCEPTIONS, THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO BINDING AND FINAL ARBITRATION. YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS. YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST COMPANY RESOLVED BY A JURY OR IN A COURT OF LAW.

1. Access and Ownership

1.1 Access Grant

Subject to these Terms, Company grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to use the Services for your personal, non-commercial use.

1.2 Restrictions

You agree that you will not, and will not cause or permit any other party to:

1. access or use the Services except as expressly permitted by these Terms;
2. modify, adapt, alter, or translate the Services;
3. sublicense, lease, rent, loan, distribute, transfer, or otherwise allow the use of the Services for the benefit of any third party;
4. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Services;
5. create derivative works or competitive products or services based on the Services;
6. remove or obscure any proprietary notices or labels of Company; or
7. access or use the Services in violation of applicable law.

1.3 License to User Content; De-Identified Data

You grant Company a non-exclusive, worldwide, royalty-free license to copy, display, distribute, modify, and otherwise use User Content:

1. as reasonably necessary to provide the Services;
2. internally to develop, improve, support, and operate Company’s products and services; and
3. to create De-Identified Data.

Company may use De-Identified Data for any lawful purpose during and after the term of these Terms, provided that Company will not attempt to re-identify De-Identified Data and will not transfer De-Identified Data to a third party unless that third party agrees not to re-identify it.

As between you and Company, you retain ownership of your User Content.

1.4 Ownership of the Services

Except for User Content you provide, Company owns all right, title, and interest in and to the Services, including the Knowledge Base, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights, title, or interest are transferred to you.

1.5 User Warranty

You represent and warrant that your User Content does not and will not:

1. infringe any copyright, trademark, patent, trade secret, or other proprietary right;
2. violate any privacy or other right of any third party;
3. contain malicious code or other harmful materials; or
4. constitute deceptive, libelous, obscene, pornographic, harassing, abusive, threatening, harmful, false, intentionally misleading, or unlawful material.

1.6 Enforcement

Company may, but is not obligated to, review User Content and investigate or take appropriate action if you violate these Terms. Such action may include removing or modifying User Content, suspending or terminating your use of the Services, or reporting conduct to law enforcement.

1.7 Responsibility for Access, Content, and Security

Company is not obligated to back up User Content. You are solely responsible for maintaining backup copies of your User Content and for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content you provide.

1.8 User Contact; SMS Messages

You agree that Company may contact you by text message, email, or messages delivered through the Services in order to provide the Services and, where permitted by law, offer you the ability to opt in to other services that Company may provide from time to time.

When you opt in to SMS communications, Company may send you a confirmation message and additional messages related to applications, enrollment, financial aid, student success, and related topics. You may opt out at any time by replying “STOP.” After you send “STOP,” we may send a confirmation message and you will no longer receive SMS messages unless you opt in again. If you need assistance, you may reply “HELP” for additional instructions, where supported.

Message and data rates may apply. Message frequency may vary. Mobile carriers are not liable for delayed or undelivered messages. If you have questions about your text or data plan, contact your wireless provider. Questions about the Services may be sent to support@mainstay.com. Questions about privacy may be directed to the Chatbot Privacy Policy at [INSERT URL].

1.9 Feedback

If you provide feedback or suggestions regarding the Services (“Feedback”), you assign to Company all right, title, and interest in and to that Feedback, and Company may use and fully exploit it without restriction or compensation to you. Company will treat Feedback as non-confidential and non-proprietary.

1.10 No Use by Children Under 13

Company does not knowingly collect or solicit personally identifiable information from children under the age of 13 without appropriate authorization under applicable law. Children under 13 may not use the Services unless such use is authorized by a parent, guardian, teacher, school, or district in compliance with applicable law, including COPPA. If Company learns that it has collected information from a child under 13 in a manner that does not comply with applicable law, Company will take reasonable steps to delete that information. If you believe a child under 13 has provided information to Company inappropriately, please contact privacy@mainstay.com.

2. Privacy

Your use of the Services is subject to the Chatbot Privacy Policy available at [INSERT URL].

3. Term and Termination

3.1 Termination

These Terms remain in effect while you use the Services. Company may suspend or terminate your right to use the Services at any time, for any reason, including violation of these Terms. You may terminate these Terms by instructing Company to permanently stop communicating with you.

Upon termination, your right to use the Services will immediately cease. You acknowledge that termination may result in deletion of your User Content from Company’s systems, subject to applicable law and Company’s retention obligations. Company will not be liable for termination of your use or deletion of User Content.

The following Sections survive termination: Section 1.3, Section 1.4, Section 1.9, Section 3.1, Section 3.2, Section 4, Section 5, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14, and Section 15.

3.2 Confidential Student Information Return and Destruction

Upon termination or expiration of these Terms, and at your written request, Company will, within a reasonable period, destroy Confidential Student Information about you that Company knows it possesses, to the extent destruction is reasonably practicable and not otherwise required to be retained by law.

Company is not required to return or destroy Directory Information except where required by applicable law. Company is not required to return or destroy De-Identified Data.

You acknowledge that as Company develops and maintains its Knowledge Base, certain residual information such as phraseology, sentence fragments, questions, and responses may remain in archives or other files following Company’s commercially reasonable efforts to destroy Confidential Student Information, provided such residual information does not include personally identifiable information.

4. Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

5. Limitation of Liability

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES.

IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY ARISING UNDER THESE TERMS EXCEED FIFTY DOLLARS ($50.00), REGARDLESS OF THE THEORY OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY SHALL HAVE NO LIABILITY FOR USER CONTENT OR YOUR USE OF THE SERVICES EXCEPT AS REQUIRED BY APPLICABLE LAW.

IF YOU ARE FROM NEW JERSEY, THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE INTENDED TO BE ONLY AS BROAD AS PERMITTED UNDER NEW JERSEY LAW.

6. Changes to Terms

Company may revise these Terms from time to time. If Company makes material changes, Company may notify you by email, text message, in-Service notice, or by posting notice on mainstay.com or another relevant Company site. Changes become effective upon the earlier of thirty (30) days after notice is sent to you, if applicable, or thirty (30) days after posting. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of those changes.

7. Export

The Services may be subject to U.S. export control laws and to export or import regulations of other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of applicable export laws or regulations.

8. Electronic Communications

You agree that electronic communications from Company, including agreements, notices, disclosures, and other communications, satisfy any legal requirement that such communications be in writing, except to the extent prohibited by applicable law.

9. Entire Terms

These Terms constitute the entire agreement between you and Company regarding your use of the Services and supersede all prior and contemporaneous understandings on that subject. Company’s failure to exercise or enforce any right or provision of these Terms does not waive that right or provision. Section headings are for convenience only and have no legal effect. The word “including” means “including without limitation.” Your relationship with Company is that of an independent user, and nothing in these Terms creates any agency, partnership, or joint venture.

10. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

11. Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

You agree that any and all disputes or claims arising out of or relating to these Terms, the Services, any advertising, or any aspect of your relationship with Company will be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert individual claims in small claims court if your claims qualify.

This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies where permitted by law. By agreeing to these Terms, you and Company waive the right to a jury trial and to participate in a class action. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND COMPANY AGREE THAT CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF FOR THAT PARTY’S INDIVIDUAL CLAIM.

c. Pre-Arbitration Dispute Resolution

Company is interested in resolving disputes amicably and efficiently. Most concerns can be resolved by contacting support@mainstay.com. If informal resolution is unsuccessful, a party intending to seek arbitration must first send the other party a written Notice of Dispute by certified mail.

The Notice to Company should be sent to:

Address:
Lemnis
500 SW 116th Avenue, Suite 178
Beaverton, OR 97225

The Notice must describe the nature and basis of the claim or dispute and state the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, either party may commence arbitration.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s Consumer Arbitration Rules, as modified by this Arbitration Agreement. Information about AAA is available at http://www.adr.org.

If there is any inconsistency between AAA rules and this Arbitration Agreement, this Arbitration Agreement controls unless the arbitrator determines otherwise in order to ensure a fundamentally fair arbitration. The arbitrator will decide all issues, including issues relating to scope, enforceability, and arbitrability.

Unless you and Company agree otherwise, hearings will occur in a reasonably convenient location for both parties or as otherwise determined under AAA rules. If your claim is for $10,000 or less, you may choose whether arbitration will be conducted solely on documents, by telephone, or by in-person hearing, subject to AAA rules. If your claim exceeds $10,000, hearing rights will be determined by AAA rules.

e. Costs of Arbitration

Payment of filing, administration, and arbitrator fees will be governed by AAA rules unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, Company will pay Arbitration Fees at your request. If the value of relief sought is more than $75,000 and you demonstrate that you are economically unable to pay your portion, or if the arbitrator otherwise determines that you should not be required to do so, Company will pay your portion of those fees. Any award of attorneys’ fees will be governed by AAA rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential except as required by law.

g. Severability

If a court or arbitrator decides that any term or provision of this Arbitration Agreement other than subsection (b) is invalid or unenforceable, the parties agree to replace that term or provision with one that is valid and enforceable and comes closest to the original intent. If subsection (b) is held invalid or unenforceable, the entirety of this Arbitration Agreement will be null and void except to the extent such invalidity or unenforceability applies only to claims for public injunctive relief. The remainder of these Terms will continue to apply.

h. Future Changes to Arbitration Agreement

If Company makes any future change to this Arbitration Agreement, other than a change to the Notice Address, while you are a user of the Services, you may reject the change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address above. By rejecting a future change, you agree that any dispute between us will be arbitrated in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms or accepted a subsequent version.

12. Governing Law

These Terms are governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflict of law principles.

13. Assignment

You may not assign, subcontract, delegate, or otherwise transfer these Terms or your rights and obligations under them without Company’s prior written consent. Any attempted transfer in violation of this Section is null and void. Company may assign these Terms freely, including to Lemnis or another successor or affiliated entity. These Terms bind and benefit permitted successors and assigns.

14. Contact Information

Company may be contacted at:

Address:
Lemnis
500 SW 116th Avenue, Suite 178
Beaverton, OR 97225

Email: info@mainstay.com

15. Definitions

15.1 Confidential Student Information

“Confidential Student Information” means information about you, other than Directory Information, including financial information regarding FAFSA applications and other information that by its nature should reasonably be considered confidential.

15.2 De-Identified Data

“De-Identified Data” means data, including data derived from User Content, Directory Information, or Confidential Student Information, from which direct and indirect personal identifiers have been removed so that the data does not alone or in combination reasonably permit identification of a student with reasonable certainty.

15.3 Directory Information

“Directory Information” includes, but is not limited to, student name, address, telephone number, email address, photograph, date and place of birth, enrollment status, major field of study, dates of attendance, graduation date, degrees and awards received, participation in officially recognized activities and sports, and the most recent educational institution attended, to the extent such information is treated as directory information under applicable law.

15.4 Knowledge Base

“Knowledge Base” means Company’s proprietary data structure, models, logic, and related systems that underlie the Services.

15.5 User Content

“User Content” means content or information submitted by you via or in connection with the Services. User Content does not include De-Identified Data or any portion of the Knowledge Base.