NEURUX AI - TERMS AND CONDITIONS
Last Updated: April 4, 2025
1. INTRODUCTION
Welcome to Neurux AI. These Terms and Conditions ("Terms") govern your access to and use of Neurux AI's services, software, and platform (collectively, the "Services"), whether deployed in the cloud or on-premises. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Services.
The Services are provided by Neurux AI. ("Neurux AI," "we," "us," or "our").
2. DEFINITIONS
- "Account" means a unique account created for you to access our Services.
- "Authorized Users" means individuals who are authorized by you to use the Services with varying levels of permissions.
- "Content" means any information, data, text, software, graphics, messages, or other materials created by you or your Authorized Users and processed through our Services.
- "Customer Data" means all data, including all text, materials, images, and other content that is collected, generated, processed, or submitted through your use of the Services.
- "On-Premises Solution" means the software installed and operated within your own infrastructure.
- "Cloud Solution" means the software operated on our or third-party cloud infrastructure.
3. SERVICE ACCESS AND PROVISIONING
Access to the Services is provided following a demonstration period and completion of payment. Neurux AI will set up and provision instances of the Services for you—you do not create accounts directly.
You agree to provide accurate, current, and complete information during the sales and onboarding process and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your access to the Services if any information provided proves to be inaccurate, not current, or incomplete.
You are responsible for maintaining the confidentiality of any access credentials provided to you and for all activities that occur under these credentials. You agree to notify us immediately of any unauthorized use of your access credentials or any other breach of security.
4. LICENSE AND ACCESS
4.1 Cloud Solution
Subject to your compliance with these Terms and payment of applicable fees, Neurux AI grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Cloud Solution during the subscription term.
4.2 On-Premises Solution
Subject to your compliance with these Terms and payment of applicable fees, Neurux AI grants you a limited, non-exclusive, non-transferable license to install and use the On-Premises Solution on your own hardware during the license term.
5. SUBSCRIPTION PLANS AND PAYMENT
5.1 Subscription Plans
We offer various subscription plans with different features, limitations, and pricing. Details of available plans can be found on our website or provided by our sales team.
5.2 Payment
You agree to pay all fees in accordance with the payment terms in effect when you subscribe to the Services. Unless otherwise specified, all fees are quoted in U.S. dollars and are non-refundable.
5.3 Taxes
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes based solely on our income.
6. CUSTOMER DATA AND CONTENT
6.1 Ownership
You retain all rights to your Customer Data. By using the Services, you grant Neurux AI a limited license to host, copy, transmit, and display your Customer Data as necessary for us to provide the Services in accordance with these Terms.
6.2 Protection of Customer Data
We implement reasonable and appropriate measures designed to help protect your Customer Data from unauthorized access, use, or disclosure.
6.3 Data Privacy
Our collection and use of information about you and your Authorized Users are governed by our Privacy Policy, which is incorporated into these Terms.
6.4 Backups
You are responsible for maintaining backups of your Customer Data. Neurux AI is not responsible for the loss of any Customer Data.
7. DATA PROCESSING FOR MACHINE LEARNING
7.1 For Cloud Solution
Unless expressly opted out in writing, Customer Data processed through the Cloud Solution may be used by Neurux AI to improve, train, and develop our machine learning models. If you require that your data not be used for training purposes, you must explicitly opt out by contacting our support team.
7.2 For On-Premises Solution
Customer Data processed through the On-Premises Solution remains within your infrastructure and is not accessible to Neurux AI unless explicitly shared by you for support or improvement purposes.
8. USAGE LIMITATIONS AND RESTRICTIONS
8.1 Usage Limitations
Your use of the Services may be subject to usage limitations, including but not limited to the number of API calls, computing resources, and storage capacity. These limitations vary by subscription plan.
8.2 Restrictions
You shall not:
- License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services;
- Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services;
- Access the Services to build a competitive product or service;
- Copy any features, functions, or graphics of the Services;
- Use the Services to process, store, or transmit infringing, libelous, or otherwise unlawful or tortious material;
- Use the Services to process, store, or transmit malicious code or material;
- Interfere with or disrupt the integrity or performance of the Services;
- Attempt to gain unauthorized access to the Services or their related systems or networks.
9. CONFIDENTIALITY
9.1 Definition
"Confidential Information" means all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
9.2 Protection
Each party agrees to protect the confidentiality of the other party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind, but in no event shall either party exercise less than reasonable care.
9.3 Exceptions
Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this agreement; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without reference to Confidential Information.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Neurux AI's Intellectual Property
All rights, title, and interest in and to the Services, including all intellectual property rights therein, are and will remain with Neurux AI. No rights are granted to you hereunder other than as expressly set forth herein.
10.2 Feedback
If you provide feedback, ideas, or suggestions regarding the Services ("Feedback"), Neurux AI is free to use such Feedback without any restriction or compensation to you.
11. WARRANTIES AND DISCLAIMERS
11.1 Limited Warranty
Neurux AI warrants that the Services will perform materially in accordance with the applicable documentation. If the Services do not conform to this warranty, Neurux AI will use commercially reasonable efforts to correct the non-conforming Services.
11.2 Disclaimer of Warranties
Except as expressly provided herein, the services are provided "as is" and "as available" without warranty of any kind. Neurux AI expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Neurux AI does not warrant that the services will be uninterrupted, error-free, or entirely secure. Neurux AI makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any output generated by the services.
12. LIMITATION OF LIABILITY
12.1 Limitation of Liability
In no event will either party's aggregate liability arising out of or related to these terms exceed the total amount paid by you for the services during the twelve (12) months preceding the incident giving rise to the liability.
12.2 Exclusion of Consequential and Related Damages
In no event will either party have any liability for any indirect, special, incidental, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, regardless of whether such party was advised of the possibility of such damages.
13. INDEMNIFICATION
13.1 Indemnification by Neurux AI
Neurux AI will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates such third party's intellectual property rights (a "Claim"), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result of such Claim.
13.2 Indemnification by You
You will defend Neurux AI against any Claim made or brought against Neurux AI by a third party arising out of your violation of these Terms or your use of the Services in violation of applicable law, and will indemnify Neurux AI from any damages, attorney fees, and costs finally awarded against Neurux AI as a result of such Claim.
14. TERM AND TERMINATION
14.1 Term
These Terms commence on the date you first accept them and continue until all subscriptions or licenses hereunder have expired or have been terminated.
14.2 Termination for Cause
Either party may terminate these Terms if the other party: (a) fails to cure any material breach of these Terms within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against such party.
14.3 Effect of Termination
Upon termination of these Terms: (a) all license rights granted hereunder will immediately terminate; (b) you will cease all use of the Services; and (c) you will pay to Neurux AI any unpaid fees.
14.4 Data Retrieval
Upon request made within thirty (30) days following termination, Neurux AI will make your Customer Data available for download in a standard format. After such thirty (30) day period, Neurux AI shall have no obligation to maintain or provide any of your Customer Data and may delete all Customer Data in its systems or otherwise in its possession.
15. MODIFICATIONS TO TERMS OR SERVICES
15.1 Modifications to Terms
Neurux AI reserves the right to modify these Terms at any time. If we make material changes, we will notify you via email or through the Services. Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the modified Terms.
15.2 Modifications to Services
Neurux AI reserves the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. You agree that Neurux AI shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
16. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Delaware, and the parties hereby consent to personal jurisdiction and venue therein.
17. MISCELLANEOUS
17.1 Entire Agreement
These Terms, together with any additional terms incorporated by reference, constitute the entire agreement between you and Neurux AI regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
17.2 Assignment
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Neurux AI. Neurux AI may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
17.3 Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
17.4 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified and interpreted to accomplish the objectives of the original provision to the greatest extent possible, and the remaining provisions shall remain in effect.
17.5 Waiver
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
17.6 Force Majeure
Neurux AI shall not be liable for any failure or delay in performance under these Terms where such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, terrorism, war, civil unrest, or any other similar cause.
18. CONTACT INFORMATION
If you have any questions about these Terms, please contact us at [email protected]
Address: 305 E21st Street #23 New York, NY 10010
Phone number: +1-617-642-9426
By using the Neurux AI Services, you acknowledge that you have read these Terms and Conditions, understand them, and agree to be bound by them.