This Neural Platform Subscription Agreement ("Subscription Agreement") is entered into by Neural and Customer, who agree to be bound by this Subscription Agreement, the Order, and all terms incorporated by reference (collectively, the "Agreement"). This Agreement becomes effective upon the earlier of Customer accessing or using the Subscription Services or as set forth in the Order ("Effective Date"). If Customer does not agree to this Subscription Agreement, Customer must not access or use the Subscription Services.
Ordering
1.1 Subscription Services.
Upon execution by the parties of the Order, Neural will provide to Customer the Subscription Services described in the Order for the Subscription Term. Unless the parties agree otherwise in writing, increases in the Subscription Services purchased during a Subscription Term will have a prorated term ending concurrently with the then-current term.
1.2 Affiliate Orders.
A Customer Affiliate may enter into its own Order under this Agreement, in which case the Customer Affiliate agrees to be bound by the terms of this Agreement as if the Customer Affiliate was the Customer.
1.3 Subscription Term.
The initial term of the Subscription Term will end on the date specified in the initial Order. Upon expiration of the initial term, the Agreement will automatically renew for successive terms equal to that of the expiring term unless a party provides the other party with at least 30 days prior written notice of its intent not to renew prior to the end of the then-current term. Except as expressly provided in the applicable Order, renewal of promotional or one-time priced subscriptions will be at Neural's applicable list price in effect at the time of the applicable renewal.
Provision of the Service
2.1 Subscription Services.
Neural grants Customer a non-exclusive right to access and use the Subscription Services for Customer's own internal business purposes during the Subscription Term and in accordance with the Agreement. This includes the right for Customer to copy and use Neural Software, Reports, and Documentation for its own internal business purposes solely in connection with its access and use of the Subscription Services. These rights extend solely to Customer's Users so long as they comply with the terms of this Agreement.
2.2 Limited Right to Customer Data.
Subject to this Agreement, Neural may access and use Customer Data solely to provide and maintain the Subscription Services under this Agreement. This limited right extends to Neural Affiliates and subcontractors. Neural will not otherwise disclose Customer Data to third parties except as permitted in this Agreement or as requested by Customer.
2.3 Restrictions on Customer Data.
Unless otherwise agreed to in writing by Neural, Customer will not upload to the Subscription Services, or otherwise provide to Neural, either directly or indirectly, any Customer Data that includes Sensitive Personal Information.
2.4 AI Applications.
Customer Data is not used to train AI Applications or AI Models without Customer's explicit prior written consent. Customer's use of AI Applications is subject to the following terms: (a) use of any AI Applications must be in compliance with this Agreement and applicable law; (b) while Inputs and Outputs are owned by Customer, Neural retains all ownership of and rights to the AI Applications; (c) Customer is solely responsible for all use of the Outputs, including evaluating their accuracy and appropriateness; and (d) use of AI Applications must be consistent with the relevant provisions of the AI Acceptable Use Policies.
2.5 Support & Improvements.
During the Subscription Term Neural may from time-to-time, in its sole discretion, provide modifications, upgrades, patches, enhancements, or fixes for the Subscription Services, including Neural Software. Neural may also, in its sole discretion, elect to discontinue or cease supporting old versions or releases of the Subscription Services.
Customer Data
3.1 Ownership of Customer Data.
Customer owns all Customer Data. Customer may also provide Input to and receive Output from the Subscription Services. As between Customer and Neural, to the extent permitted by applicable law, Customer: (a) retains all ownership rights in Input; and (b) owns all Output, excluding any Neural Data and Third-Party Content contained within such Output.
3.2 Data Export.
Customer Data may be exported by Customer at any time while this Agreement is in effect.
3.3 Customer Obligations.
Customer is solely responsible for Customer Data and represents and warrants that it has all required rights, licenses, and permissions required in the Customer Data as is required for Neural to provide the Services under this Agreement. Neural does not use Customer Data to develop or improve the Services without Customer's explicit prior written consent.
3.4 Data Protection.
Customer must comply with all applicable data protection laws, rules, and regulations in connection with its use of the Subscription Services and the processing of Customer Data. Customer is responsible for determining whether it is subject to the European Union's General Data Protection Regulation (GDPR) or any other data protection laws.
Security
4.1 Security Measures.
Neural will use appropriate organizational, physical, and technical precautions to protect the security of Customer Data, including measures for preventing access, use, modification or disclosure of Customer Data by Neural's employees, Affiliates, and subcontractors except: (a) to provide, maintain, and support the Subscription Services, or (b) as compelled by law.
4.2 Customer Obligations.
Customer is responsible for the use of the Subscription Services by its Users and will notify Neural of any suspected security breach of the Subscription Services without undue delay by emailing privacy@neuralearth.ai.
4.3 Privacy.
Neural's Privacy Notice forms part of the Agreement. By using the Services, Customer agrees to the terms specified in the Privacy Notice.
Intellectual Property Rights
5.1 Reserved Rights.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Neural's express rights, as between the parties, Customer retains all Intellectual Property Rights in Customer Data (including all Input and Output). Except for Customer's express rights, as between the parties, Neural and its licensors retain all Intellectual Property Rights in the Services, Beta Services, Free Services, Neural Data, Reports, Documentation, Usage Data, Third-Party Content and any related materials.
5.2 Feedback.
Customer is not required to provide Feedback. However, if Customer provides Feedback, Neural may use the Feedback without restriction or obligation, except that Neural will not identify Customer as the source of the Feedback without Customer's express prior written approval. ALL FEEDBACK IS PROVIDED "AS IS".
5.3 Usage Data.
Neural may collect and analyze Usage Data. Insights from Usage Data may be used by Neural to improve and enhance the Subscription Services and to market or publish general information and statistics. Any disclosure of insights or other information derived from Usage Data will be anonymized and aggregated.
Confidentiality and Publicity
6.1 Standard of Protection.
Each party shall keep in confidence all Confidential Information belonging to the other. The receiving party shall protect the disclosing party's Confidential Information by using no less than the same degree of care as the receiving party uses to protect its own Confidential Information.
6.2 Permitted Disclosure.
The receiving party may disclose Confidential Information only to its employees, Subcontractors, Affiliates, Authorized Service Providers, and agents who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement. The receiving party may also disclose Confidential Information to the extent required by law.
6.3 Publicity.
Customer may state publicly that it is a customer of Neural and Neural may use Customer's name, logo, and marks to identify Customer in marketing materials and on Neural's website, solely in accordance with each party's respective brand guidelines.
Warranties and Disclaimer
7.1 Mutual Warranties.
Each party represents and warrants that (a) it is authorized and able to execute this Agreement and lawfully perform its obligations under this Agreement; and (b) it will use industry-standard measures to avoid introducing Malicious Code into the Subscription Services.
7.2 Limited Warranty.
During the Subscription Term, Neural warrants that the Subscription Services will perform materially in accordance with the Documentation and Neural will not materially decrease the overall functionality of the Subscription Services during the Subscription Term.
7.3 Disclaimers.
Except for the express warranties stated in the Agreement, to the extent permitted by law, the Services are provided "as is" and Neural, its Affiliates, and its licensors make no other warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use or purpose, or non-infringement. Without limiting the foregoing, Neural does not warrant that the Services will meet Customer requirements, guarantee any outcome or conclusions, that the operation of the products will be uninterrupted or error free.
Indemnification
8.1 Neural Indemnification.
Neural will, at its own expense, defend and indemnify Customer and its employees, officers, and directors, against any liabilities, damages, and costs (including reasonable attorneys' fees and expenses) payable to a third party arising out of a claim or action brought against Customer by a third party alleging that Customer's use of the Subscription Services infringes, misappropriates, or otherwise violates the third party's Intellectual Property Rights.
8.2 Exclusions.
Neural will have no indemnification obligations for any claim arising from: (a) Customer Data, Third-Party Content, Third-Party Services, or other materials provided by or on behalf of Customer; (b) the combination of the Subscription Services with equipment, devices, or software not supplied by Neural; or (c) Customer's use of the Subscription Services other than in accordance with this Agreement or in a manner inconsistent with the Documentation.
8.3 Customer Indemnification.
Customer will, at its own expense, defend and indemnify Neural and its employees, officers, and directors against any liabilities, damages, and costs payable to a third party arising out of a claim brought against Neural by a third party arising from Customer's use of the Subscription Services or resulting from a breach of Customer's obligations under the Restrictions section.
Liability
9.1 Limitation of Liability.
To the extent permitted by law, except for special claims and excluded claims, the maximum aggregate amount that either party can be held liable for in relation to the Agreement, whether based in contract, tort (including negligence), equitable legal theory, or otherwise, will be limited to the amounts paid or payable by Customer to Neural for the Services that are the subject of the claim in the twelve-month period immediately preceding the date of the event giving rise to the claim (the "Cap").
9.2 Excluded Damages.
To the extent permitted by law, except for special claims and excluded claims, in no event will either party, including their affiliates and suppliers, be liable to the other for any loss of use, loss of revenue or profit, loss of data, diminution in value, or for any indirect, consequential, incidental, punitive, exemplary or special damages.
9.3 Special Claims.
A party's breach of its obligations under Confidentiality or Compliance are "Special Claims" subject to a higher liability cap not exceeding three times (3x) the Cap.
Payment
10.1 Fees.
Customer will pay all Fees set forth in the Order in accordance with the payment terms set forth in the Order. All Fees due to Neural are non-cancelable and non-refundable except as expressly set out in this Agreement. Unless the Order states otherwise, payment from Customer to Neural is due thirty days from the date of the invoice. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by law, whichever is less.
10.2 Excess Usage.
If Customer exceeds any limitation set forth in an Order or this Agreement, then Neural will invoice Customer for such additional usage at the rates set forth in the Order, in each case on a pro-rata basis from the first date of excess usage through the end of the Subscription Term.
10.3 Taxes.
Customer is responsible for all Taxes and Neural will charge Customer for Taxes when required to do so.
10.4 Payment Disputes.
If Customer disputes an invoice in good faith, it will notify Neural within fifteen days after the invoice date and the parties will seek to resolve the dispute over a fifteen-day discussion period.
Term and Termination
11.1 Term.
This Agreement will remain in effect for the Subscription Term.
11.2 Termination.
Either party may terminate the Agreement, including all Orders and Statements of Work, upon written notice, if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty days after receipt of written notice from the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings that is not dismissed within sixty days of its commencement.
11.3 Effects of Termination.
If this Agreement expires or is terminated: (a) the licenses granted by Neural to Customer with respect to the Services will cease immediately; and (b) Neural will delete all Customer Data from its systems within thirty days after the termination or expiration of the Agreement, unless Neural is legally required to retain it for a longer period.
Dispute Resolution
12.1 Informal Dispute Resolution.
Each party agrees to participate, in good faith, in informal and confidential dispute resolution prior to bringing any claim against the other in a court of competent jurisdiction.
12.2 Governing Law and Jurisdiction.
This Agreement will be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services will be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.
General Provisions
13.1 Entire Agreement.
This Agreement is the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties acknowledge and agree that any terms and conditions included in any purchase order, vendor portal or any similar Customer specific invoicing process are void and will not apply between the parties or to Customer's purchase of Services.
13.2 Notices & Communications.
Where formal notice is required by this Agreement, notice must be sent via email, first class, airmail, or overnight courier, and notice is deemed given when received. Notices to Neural must be sent to Neural Legal at legal@neuralearth.ai with a copy to Neural Earth, Inc., Attn: Legal, 7901 4th Street N. #26996, St. Petersburg, FL.