Neural Core Master Subscription Agreement

Effective Date: May 23, 2026
Last Updated: May 23, 2026

This Neural Core Master Subscription Agreement (this “Agreement” or “MSA”) is entered into between Neural Partners Inc. (“Neural Partners,” “we,” “us,” or “our”), a Delaware corporation with a place of business at 390 NE 191st St, STE 65820, Miami, FL 33179, and the legal entity or individual identified at signup (“Customer” or “you”) and governs Customer's access to and use of Neural Core, our self-service platform located at core.neuralpartners.ai, and any related services, features, APIs, content, and documentation (together with Neural Core, the “Services”). By clicking 'I Accept,' creating an Account, or otherwise accessing or using the Services, you agree to be bound by this Agreement. If you are agreeing to this Agreement on behalf of an entity, you represent and warrant that you have authority to bind that entity, and 'Customer' refers to that entity. IMPORTANT — ARBITRATION AND CLASS ACTION WAIVER. SECTION 19 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. UNLESS YOU OPT OUT WITHIN 30 DAYS OF FIRST AGREEING TO THIS AGREEMENT, YOU AND NEURAL PARTNERS AGREE TO RESOLVE DISPUTES BY INDIVIDUAL ARBITRATION. This Agreement incorporates by reference our Acceptable Use Policy, our Privacy Policy, and our Data Processing Addendum (available on request from privacy@neuralpartners.ai). In the event of any conflict, the order of precedence is: (1) any executed order form or SOW, (2) this Agreement, (3) the AUP, (4) the Privacy Policy and DPA, and (5) Neural Partners' Terms of Service.

1. Definitions

Account — the access credentials and configuration assigned to Customer in Neural Core.
Affiliate — any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Agreement — this Neural Core Master Subscription Agreement, including any referenced or attached order forms, exhibits, and policies.
AI Inputs — data, prompts, files, queries, or other content Customer or its Users submit to AI features within the Services.
AI Outputs — AI-generated content returned by the Services in response to AI Inputs.
AUP — Neural Partners' Acceptable Use Policy, as updated from time to time.
Confidential Information — non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that should reasonably be understood as confidential given its nature and the circumstances of disclosure.
Customer Content — Customer Data, AI Inputs, AI Outputs, Product Data, and any other content, materials, configurations, or information that Customer or its Users provide to, generate through, or process via the Services.
Customer Data — all electronic data, content, or information processed by the Services on behalf of Customer, including personal data of Users and Customer's end users.
Documentation — the user guides, technical materials, and operating instructions for the Services made available by Neural Partners.
DPA — Neural Partners' Data Processing Addendum applicable to processing of personal data through the Services.
Order Form — an ordering document or online ordering page that references this Agreement and sets forth subscribed Services, fees, term, and any service-specific terms.
Personal Data — as defined in the DPA and applicable data-protection laws.
Product Data — product catalog information, pricing, inventory, and related ecommerce data submitted to or processed by the Services.
Services — Neural Core, including all features, APIs, integrations, dashboards, AI features, and Documentation made available to Customer.
Subprocessor — any third party engaged by Neural Partners to process Customer Data.
User — an individual authorized by Customer to use the Services under Customer's Account (including Customer's employees, contractors, and agents).

2. Access and Use of the Services

2.1 Provision of the Services

Subject to this Agreement and timely payment of fees, Neural Partners grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Term for Customer and its Users to access and use the Services solely for Customer's internal business purposes, in accordance with this Agreement, any applicable Order Form, the AUP, and the Documentation.

2.2 Users; Account Security

Customer is responsible for: (a) provisioning, deprovisioning, and managing User access and permissions; (b) maintaining the confidentiality of all credentials; (c) the acts and omissions of all Users; and (d) promptly notifying Neural Partners at team@neuralpartners.ai of any actual or suspected unauthorized access. Customer may not share Account credentials or exceed the User limits set forth in the applicable Order Form or subscription plan.

2.3 Customer Responsibilities

Customer shall: (a) use the Services in compliance with this Agreement, the AUP, the Documentation, and applicable laws (including export, sanctions, anti-corruption, consumer-protection, intellectual property, and privacy laws); (b) obtain and maintain all consents, licenses, and rights necessary for Customer Content and for Neural Partners' processing of Customer Content as contemplated under this Agreement; (c) be solely responsible for the accuracy, quality, and legality of Customer Content; and (d) be responsible for procuring and maintaining hardware, software, internet connectivity, and ancillary services required to access the Services.

2.4 Restrictions

Customer shall not, and shall not permit any User or third party to:

2.5 Customer's End-Consumer Terms and Policies

Where Customer uses the Services to operate a website, application, storefront, or other channel that interacts with Customer's own end consumers, Customer shall maintain, publish, and enforce its own customer-facing terms of service, privacy policy, and any other legal notices required for Customer's business. Such customer-facing terms shall, at a minimum:

3. Customer Content; License to Neural Partners

3.1 Ownership of Customer Content

As between the parties, Customer owns all right, title, and interest in and to Customer Content, including all intellectual property rights therein. Neural Partners acquires no right, title, or interest in Customer Content except the limited license set forth in Section 3.2.

3.2 License to Neural Partners

Customer grants Neural Partners and its Subprocessors a non-exclusive, worldwide, royalty-free license during the Term to host, store, transmit, display, process, transform, and create derivative works of Customer Content solely as necessary to: (a) provide, support, maintain, and secure the Services; (b) prevent or address technical, security, or operational issues; (c) comply with law or a valid legal process; and (d) exercise rights expressly granted under this Agreement, including the rights set forth in Section 4.

3.3 Customer Representations

Customer represents and warrants that: (a) it has obtained, and will maintain throughout the Term, all rights, consents, and authorizations required for Neural Partners to process Customer Content as contemplated under this Agreement (including under applicable privacy and data-protection laws); (b) Customer Content does not infringe, misappropriate, or violate the rights of any third party; and (c) Customer Content complies with the AUP.

3.4 Restricted Data Categories

The Services are not designed for, and have not been certified to handle, certain categories of regulated data. Unless Customer has obtained Neural Partners' prior written consent and entered into any additional written agreement reasonably required by Neural Partners (such as a HIPAA Business Associate Agreement or industry-specific addendum), Customer shall not submit to, process through, or store in the Services any of the following ('Restricted Data'):

4. AI Inputs and Outputs; No-Training Commitment

4.1 Rights to AI Inputs and Outputs

As between Customer and Neural Partners, Customer owns AI Inputs and, subject to applicable third-party model-provider terms and to Customer's rights in underlying source material, AI Outputs. Customer is solely responsible for evaluating the accuracy, completeness, and fitness for purpose of AI Outputs before relying on or publishing them.

4.2 No Training on Customer Content

Neural Partners will not use Customer Content (including Customer Data, Product Data, AI Inputs, and AI Outputs) to train, fine-tune, or improve Neural Partners' or any third-party generative AI models. Neural Partners will not provide Customer Content to its Subprocessors, including AI model providers, for any purpose other than to deliver the Services to Customer.

4.3 Aggregated Data and Service Telemetry

Notwithstanding Section 4.2, Neural Partners may collect, generate, and use aggregated and de-identified data derived from Customer's use of the Services — including search behavior, conversion signals, ranking interactions, click-through rates, feature-usage patterns, and performance metrics — to operate, secure, support, and improve the Services, including to improve search, ranking, retrieval, and recommendation models, and for analytics, benchmarking, and other internal business purposes. Such aggregated and de-identified data: (a) does not include Customer Content, raw queries containing personal information, or any data that identifies Customer, a User, an end user, or any customer-specific content; (b) shall not be reverse-engineered to re-identify any individual or entity; and (c) may be retained and used during and after the Term.

4.4 AI Disclaimers

Customer acknowledges that AI Outputs may contain errors, inaccuracies, biases, hallucinations, or inappropriate content; do not constitute professional, legal, financial, or other expert advice; and may change as underlying models evolve. Customer agrees to apply appropriate human review before relying on AI Outputs and remains responsible for compliance of AI Outputs with applicable law and third-party rights in Customer's use context.

4.5 AI Provider Changes

Subject to the Subprocessor notice and objection procedures set forth in Section 5.4, Neural Partners may modify, substitute, or discontinue AI model providers or features. Neural Partners will use commercially reasonable efforts to maintain substantially equivalent functionality but does not guarantee that AI features will remain unchanged. Changes that constitute a new or substituted Subprocessor processing Customer Personal Data are governed by Section 5.4; changes to features or models that do not involve a new Subprocessor (such as version updates within an existing model provider) are not subject to the Section 5.4 notice requirement.

4.6 AI Disclosures to End Consumers

Where end consumers interact with AI-driven features of the Services (including chat assistants, conversational AI, AI-generated content, automated recommendations, ranking, search, or other features that produce or rely on AI outputs), Neural Partners may include disclosures, labels, watermarks, badges, or other notices in the Services (for example, 'Powered by AI — responses may be inaccurate,' 'AI-assisted result,' or comparable language) designed to satisfy applicable laws and regulations governing AI use, including California Business & Professions Code § 17941 (formerly SB 1001 / chatbot disclosure), the Colorado Artificial Intelligence Act, the EU AI Act, and other comparable laws as in effect from time to time (collectively, 'AI Disclosures'). Customer shall not remove, obscure, disable, materially alter, or counterfeit any AI Disclosure provided by the Services without Neural Partners' prior written consent. To the extent Customer disables, removes, modifies, or otherwise impairs an AI Disclosure (whether through configuration options provided in the Services or through external means), Customer assumes sole responsibility for (a) providing equivalent disclosures to end consumers and (b) any resulting non-compliance with applicable AI, consumer-protection, or advertising laws. Customer's indemnification obligations under Section 11.2 expressly extend to claims arising from Customer's removal, modification, or impairment of AI Disclosures.

5. Data Protection, Security, and Subprocessors

5.1 Privacy and DPA

Neural Partners' processing of Personal Data on behalf of Customer is governed by the DPA, which is incorporated into this Agreement by reference and which applies to the extent Customer Content includes Personal Data subject to applicable data-protection laws (including GDPR, UK GDPR, and the CCPA/CPRA). The DPA is available on request from privacy@neuralpartners.ai.

5.2 Security

Neural Partners will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, use, disclosure, alteration, or destruction. Neural Partners' current security overview is available on request. Customer is responsible for configuring User access, permissions, multi-factor authentication where available, and integration security on Customer's side.

5.3 Security Incidents

Neural Partners will notify Customer without undue delay after becoming aware of any actual or reasonably suspected unauthorized acquisition or use of Customer Data that compromises the security, confidentiality, or integrity of such Customer Data (a 'Security Incident'), and, where feasible, will use commercially reasonable efforts to provide initial notification within seventy-two (72) hours after becoming aware. Neural Partners will provide reasonable cooperation in Customer's investigation and required notifications, consistent with applicable law. Neural Partners' notification under this Section is not, and is not intended to be, an acknowledgment of fault or liability with respect to the Security Incident.

5.4 Subprocessors

Customer authorizes Neural Partners to engage Subprocessors to process Customer Content as part of providing the Services. Neural Partners maintains a current list of Subprocessors at https://www.neuralpartners.ai/legal/subprocessors/ identifying each Subprocessor by name, nature of services provided, jurisdiction of processing, and link to the Subprocessor's applicable privacy or data-protection policy. Neural Partners will provide at least fifteen (15) days' prior notice to Customer before engaging a new Subprocessor that will process Customer Data (or thirty (30) days' notice for high-impact additions, such as changes to a primary AI model provider or a Subprocessor processing a substantial volume of Customer Personal Data) by (a) updating the public Subprocessor page and (b) sending notice by email to the billing or legal contact on Customer's account. Notice is not required for changes that do not materially affect the processing of Customer Data, including internal corporate restructuring of an existing Subprocessor, name changes, or the addition of regions or availability zones within an existing infrastructure Subprocessor. Neural Partners may engage a new Subprocessor without prior notice where reasonably necessary to address a security incident, comply with legal process, prevent fraud, or maintain service continuity, in which case Neural Partners will provide notice as soon as reasonably practicable thereafter. Customer may object in good faith to a new Subprocessor by providing written notice to privacy@neuralpartners.ai within thirty (30) days after Neural Partners' notice. The parties will work together in good faith to identify a commercially reasonable alternative. If no commercially reasonable alternative is feasible within a reasonable time, Customer may terminate the affected Services for cause and receive a pro-rated refund of any prepaid, unused fees attributable to the affected Services. The objection right does not apply to Subprocessor changes that do not require prior notice under this Section. Neural Partners remains responsible for its Subprocessors' performance of obligations under this Agreement and will impose data-protection obligations on Subprocessors substantially similar to those in this Agreement and the DPA.

6. Fees and Payment

6.1 Fees

Customer will pay all fees specified in the applicable Order Form or subscription plan. Except as expressly stated in this Agreement or required by applicable law, all fees are non-refundable and not subject to set-off.

6.2 Billing

Unless an Order Form provides otherwise, fees are billed in advance on a monthly or annual basis. Customer authorizes Neural Partners (and its payment processors) to charge Customer's designated payment method on a recurring basis until Customer cancels. For invoiced customers, payment is due net thirty (30) days from the invoice date. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6.3 Usage Overages

If Customer's use of the Services exceeds usage allowances set forth on the Order Form or subscription plan (including AI token, API call, storage, bandwidth, or transaction limits), Customer will pay applicable overage fees, or Neural Partners may suspend or rate-limit the affected functionality until the next billing period or until additional capacity is purchased.

6.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, levies, and duties imposed by any taxing authority associated with the Services, other than taxes based on Neural Partners' net income.

6.5 Price Changes

Neural Partners may change fees, introduce new charges, or change usage allowances at the end of the then-current subscription term upon at least thirty (30) days' prior notice to Customer (which may be sent by email or via the Account dashboard).

6.6 Disputed Charges

Customer must notify Neural Partners in writing of any billing dispute within sixty (60) days of the relevant invoice or charge; failure to do so waives Customer's right to dispute that charge.

7. Term and Termination

7.1 Term

This Agreement begins on the date Customer first accepts it or accesses the Services (the 'Effective Date') and continues for the subscription term set forth in the applicable Order Form or, absent an Order Form, on a month-to-month basis (the 'Initial Term'). The subscription will automatically renew for successive periods of the same duration (each, a 'Renewal Term'; together with the Initial Term, the 'Term') unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 Termination for Cause

Either party may terminate this Agreement upon thirty (30) days' written notice (or without notice in the case of nonpayment) if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Neural Partners may terminate or suspend immediately if Customer's breach poses a security, legal, or operational risk.

7.3 Suspension

Without limiting Section 7.2, Neural Partners may suspend Customer's or any User's access to the Services if: (a) Customer fails to pay undisputed fees when due; (b) Neural Partners reasonably believes Customer or a User has violated the AUP, this Agreement, or applicable law; (c) Customer's use poses a security threat or material risk to the Services or other customers; or (d) required by law or a Subprocessor. Neural Partners will use commercially reasonable efforts to notify Customer of suspension and to limit suspension to affected functionality.

7.4 Effect of Termination

Upon any termination or expiration of this Agreement: (a) Customer's right to access and use the Services ends; (b) Customer remains responsible for all fees accrued or owed prior to termination; (c) Customer may, for a period of thirty (30) days following termination, request export of Customer Data in a commercially reasonable format; (d) after the export period, Neural Partners may, but is not obligated to, retain Customer Data and may permanently delete it consistent with applicable law and the DPA. Termination of this Agreement does not affect any obligation that, by its nature, should survive, including the sections identified in Section 20.9 and any accrued payment obligations.

7.5 Refunds Upon Termination by Customer for Cause

If Customer terminates this Agreement for Neural Partners' uncured material breach in accordance with Section 7.2, Neural Partners will refund any prepaid, unused fees for the remainder of the then-current subscription term.

8. Confidentiality

Each party (the 'Receiving Party') will: (a) hold the other party's (the 'Disclosing Party') Confidential Information in strict confidence; (b) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) use Confidential Information only as necessary to exercise rights or perform obligations under this Agreement. Confidential Information does not include information that the Receiving Party can document was (i) publicly available without breach, (ii) known prior to receipt without restriction, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of Confidential Information. The Receiving Party may disclose Confidential Information as required by law or court order, provided it gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order. Confidentiality obligations under this Section 8 survive for five (5) years after termination, except that obligations regarding trade secrets continue for so long as the information remains a trade secret.

9. Intellectual Property

9.1 Neural Partners IP

Neural Partners and its licensors own all right, title, and interest in and to the Services, the Documentation, all underlying software, models, algorithms, infrastructure, and any improvements, derivative works, or feedback-based enhancements (collectively, 'Neural Partners IP'). Except for the limited rights expressly granted in Section 2, no rights or licenses are granted to Customer in or to Neural Partners IP.

9.2 Customer IP

Customer and its licensors own all right, title, and interest in and to Customer Content. Customer grants Neural Partners only the limited rights set forth in Section 3.2 and Section 4.

9.3 Feedback

If Customer provides Neural Partners with feedback, suggestions, comments, ideas, or recommendations regarding the Services ('Feedback'), Customer grants Neural Partners a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate such Feedback into the Services or any other Neural Partners offerings without obligation to Customer.

9.4 Trademarks

Each party retains all rights in its trademarks, service marks, trade names, and logos. Neural Partners™ is a trademark of Neural Partners Inc. U.S. trademark serial no. 99238229. Neither party may use the other's marks without prior written consent, except that Neural Partners may identify Customer as a customer in customer lists and case studies, and Customer may identify Neural Partners as a service provider, in each case using marks as provided by the other party.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) execution and performance of this Agreement will not violate any other agreement to which it is a party; and (c) it will comply with all laws applicable to its performance under this Agreement.

10.2 Services Warranty

Neural Partners warrants that, during the Term, the Services will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy, and Neural Partners' entire liability, for breach of this warranty is for Neural Partners, at its option, to: (a) use commercially reasonable efforts to correct the non-conformity; or (b) if Neural Partners cannot reasonably correct the non-conformity, terminate the affected Services and refund any prepaid, unused fees attributable to the non-conforming Services.

10.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 10, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED 'AS IS' AND 'AS AVAILABLE.' NEURAL PARTNERS AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. NEURAL PARTNERS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR CUSTOMER'S PURPOSES.

11. Indemnification

11.1 Neural Partners Indemnification

Neural Partners will defend Customer against any third-party claim alleging that the Services, as provided by Neural Partners and used by Customer in accordance with this Agreement, infringe a U.S. patent, copyright, or registered trademark, or misappropriate a trade secret ('IP Claim'), and will pay damages finally awarded against Customer (or settlements approved by Neural Partners) attributable to such IP Claim, subject to Section 11.3. If the Services become, or in Neural Partners' opinion are likely to become, subject to an IP Claim, Neural Partners may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) modify or replace the affected Services so they are non-infringing while remaining substantially functionally equivalent; or (c) terminate the affected Services and refund any prepaid, unused fees. This Section 11.1 sets forth Neural Partners' sole liability, and Customer's exclusive remedy, for third-party IP Claims relating to the Services.

11.2 Customer Indemnification

Customer will defend Neural Partners against any third-party claim arising out of or relating to: (a) Customer Content; (b) Customer's or its Users' use of the Services in violation of this Agreement, the AUP, or applicable law; (c) Customer's products, services, or business operations; (d) any dispute between Customer and Customer's end users or customers; or (e) Customer's combination of the Services with other products, services, or data not provided by Neural Partners. Customer will pay damages finally awarded against Neural Partners (or settlements approved by Customer) attributable to such claims.

11.3 Exclusions to Neural Partners Indemnification

Neural Partners has no obligation under Section 11.1 for any IP Claim arising from: (a) Customer Content, AI Inputs, or AI Outputs; (b) modifications to the Services not made by Neural Partners; (c) combination of the Services with materials, products, or processes not provided by Neural Partners where the claim would not have arisen but for the combination; (d) Customer's use of the Services in violation of this Agreement, the AUP, the Documentation, or applicable law; or (e) Customer's use of any version of the Services that Neural Partners has notified Customer to discontinue.

11.4 Indemnification Procedure

As conditions to the indemnifying party's obligations: (a) the indemnified party must promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control over the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes obligations or admits liability on the indemnified party without the indemnified party's prior written consent.

12. Limitation of Liability

EXCEPT FOR LIABILITY EXCLUDED BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY EXCLUDED BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NEURAL PARTNERS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.1 Exclusions From Liability Limits

The limitations in this Section 12 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 11; (c) breach of confidentiality obligations under Section 8; (d) Customer's breach of Sections 2.4 (Restrictions) or 9 (Intellectual Property); (e) either party's gross negligence, willful misconduct, or fraud; or (f) liability that cannot be limited or excluded under applicable law.

12.2 Allocation of Risk

The limitations in this Section 12 are an essential basis of the parties' bargain and apply notwithstanding any failure of essential purpose of any limited remedy.

13. Beta and Early-Access Services

From time to time, Neural Partners may make available Services, features, or functionality identified as beta, preview, alpha, or early access (collectively, 'Beta Services'). Beta Services are made available 'AS IS' and 'AS AVAILABLE' for evaluation purposes, may not be fully tested, may be subject to additional terms presented at the time of access, and may be modified or discontinued at any time. Notwithstanding any other provision of this Agreement: (a) Neural Partners makes no warranties and has no liability of any kind for Beta Services; (b) Beta Services are excluded from any service-level commitments and from Section 11.1 (IP Indemnification); (c) Customer's use of Beta Services and any related feedback may be used by Neural Partners to improve the Services without obligation to Customer; (d) information about Beta Services is Neural Partners' Confidential Information; and (e) Customer accepts all risks associated with use of Beta Services, including loss or corruption of data.

14. Modifications to This Agreement

Neural Partners may modify this Agreement from time to time. For material changes that adversely affect Customer's rights or obligations, Neural Partners will provide at least thirty (30) days' prior written notice (by email or via the Account dashboard) before such changes take effect. For all other changes, the updated Agreement will take effect on the 'Last Updated' date. Customer's continued use of the Services after changes become effective constitutes acceptance of the updated Agreement. If Customer objects to a material change, Customer's exclusive remedy is to terminate this Agreement during the notice period and receive a refund of any prepaid, unused fees for the remainder of the then-current subscription term.

15. Force Majeure

Neither party will be liable for any delay or failure in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, pandemic, internet or telecommunications failures, third-party service outages, denial-of-service attacks, or other cybersecurity incidents.

16. Publicity

Neural Partners may include Customer's name and logo in customer lists, case studies, and marketing materials, in each case using the marks Customer provides or makes publicly available. Customer may revoke this permission at any time by written notice to legal@neuralpartners.ai; revocation applies prospectively only.

17. Notices

Notices to Customer may be given by email to the address on Customer's Account, by notification within the Account dashboard, or by posting on the Services. Notices to Neural Partners must be given in writing to: Neural Partners Inc., Attn: Legal, 390 NE 191st St, STE 65820, Miami, FL 33179, with a copy by email to legal@neuralpartners.ai. Notices are deemed given (a) when received, if delivered personally or by recognized overnight courier; (b) upon confirmation of receipt, if by email; or (c) five (5) business days after mailing, if by certified mail.

18. Assignment

Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without Neural Partners' prior written consent, except that Customer may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee is not a Neural Partners competitor and agrees in writing to be bound by this Agreement. Neural Partners may assign this Agreement without consent, including in connection with a merger, acquisition, financing, or sale of assets. Any attempted assignment in violation of this Section is void.

19. Governing Law; Dispute Resolution; Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH NEURAL PARTNERS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

19.1 Governing Law

This Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of the Arbitration Agreement in this Section 19.

19.2 Informal Dispute Resolution

Before initiating arbitration or any small-claims action, the parties agree to attempt in good faith to resolve any dispute informally. The party initiating a dispute will send written notice describing the dispute and the relief sought to legal@neuralpartners.ai (or by mail to Neural Partners Inc., Attn: Legal, 390 NE 191st St, STE 65820, Miami, FL 33179), and the parties will personally meet and confer (telephonically or by videoconference) within forty-five (45) days. Completion of this informal process is a condition precedent to commencing arbitration. Limitations periods are tolled during this process.

19.3 Binding Arbitration

Except as set forth below, any dispute arising out of or relating to this Agreement or the Services that is not resolved informally will be resolved exclusively by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules (for claims under $250,000) or its Comprehensive Arbitration Rules (for larger claims). The arbitration will be conducted in Miami-Dade County, Florida, or, if mutually agreed, by remote means. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator's award is final and binding.

19.4 Exceptions to Arbitration

The arbitration requirement in Section 19.3 does not apply to: (a) small-claims actions brought on an individual basis and within the small-claims court's jurisdiction; (b) actions seeking equitable relief for actual or threatened infringement, misappropriation, or violation of intellectual property rights or breach of confidentiality; or (c) reporting violations of law to government agencies.

19.5 Class Action and Jury Trial Waiver

YOU AND NEURAL PARTNERS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, MASS, OR REPRESENTATIVE ACTION. EXCEPT AS PROVIDED IN SECTION 19.4, YOU AND NEURAL PARTNERS WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JUDGE OR JURY. If a court finds the class-action waiver unenforceable as to any specific claim or request for relief, only that claim or request shall be severed from arbitration and may be litigated in the state or federal courts located in Miami-Dade County, Florida; all other disputes shall proceed in arbitration.

19.6 30-Day Right to Opt Out

Customer may opt out of the arbitration and class-action waiver provisions in this Section 19 by sending written notice within thirty (30) days of first accepting this Agreement to legal@neuralpartners.ai or to Neural Partners Inc., 390 NE 191st St, STE 65820, Miami, FL 33179. The notice must include Customer's name, Account email, and a clear statement of opt-out. Opting out has no effect on the rest of this Agreement.

19.7 Forum for Non-Arbitrable Claims

For any claim not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Miami-Dade County, Florida.

20. General

20.1 Entire Agreement

This Agreement (together with any incorporated policies, the DPA, the AUP, the Privacy Policy, and any Order Forms) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous communications and agreements. No oral statement, marketing material, or pre-printed terms on Customer's purchase order will modify this Agreement.

20.2 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remainder will continue in full force and effect.

20.3 Waiver

No failure or delay by either party in exercising any right under this Agreement will operate as a waiver. Any waiver must be in writing and signed by the waiving party.

20.4 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, fiduciary, franchise, or employment relationship.

20.5 No Third-Party Beneficiaries

This Agreement is for the benefit of the parties and does not confer any rights on any third party, except that Subprocessors and Neural Partners' Affiliates are intended beneficiaries of the disclaimers, limitations of liability, and indemnification provisions of this Agreement.

20.6 Counterparts and Electronic Signatures

This Agreement may be accepted by clickthrough, signed in counterparts, and executed by electronic signature, each of which constitutes an original.

20.7 Export Compliance and Sanctions

Customer represents and warrants that it is not, and will not allow the Services to be accessed by, any person located in or that is a national or resident of any country or region subject to U.S. embargo or comprehensive sanctions, or that is identified on any U.S. government list of restricted or denied parties. Customer will comply with all applicable export-control and sanctions laws.

20.8 Government Customers

The Services and Documentation are 'commercial products,' 'commercial computer software,' and 'commercial computer software documentation' under FAR 2.101 and DFARS 252.227-7014. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in this Agreement.

20.9 Survival

Sections 1 (Definitions), 3.1 (Ownership of Customer Content), 3.4 (Restricted Data Categories), 4.2 (No Training on Customer Content), 4.3 (Aggregated Data and Service Telemetry), 4.6 (AI Disclosures to End Consumers), 7.4 (Effect of Termination), 8 (Confidentiality), 9 (Intellectual Property), 10.3 (Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), 13 (Beta and Early-Access Services), 14 (Modifications to This Agreement), 17 (Notices), 19 (Governing Law; Dispute Resolution; Arbitration), and 20 (General), together with any other Section that by its nature should survive, survive termination or expiration of this Agreement.

21. Contact

If you have questions about this Agreement, please contact us:

Neural Partners Inc.

Mailing Address: 390 NE 191st St, STE 65820, Miami, FL 33179