Terms of service

These NeuralTrust Terms of Service (“Agreement”) are entered into by and between Singularly, S.L. (“NeuralTrust", “we”, or "us") and Customer (as defined below) and governs Customer’s use of NeuralTrust Services (the “Services”). The Agreement consists of the terms and conditions set forth below, any attachments, addenda or exhibits referenced in the Agreement, and any Order Forms that reference this Agreement.

If you are entering into this Agreement on behalf of a company (such as your employer) or other legal entity, you represent and warrant that You are authorized to bind that entity to this Agreement, in which case “Customer,” “you,” or “your” will refer to that entity (otherwise, such terms refer to you as an individual). If you do not have authority to bind Your entity or do not agree with any provision of this Agreement, you must not accept this Agreement and must not use the NeuralTrust Services.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process or (b) the purchase of a Subscription Plan or (c) the execution of an Order Form. By using the Services, you agree to be bound by this Agreement. If you don’t agree to this Agreement, do not use the Services.

1. USE OF SERVICE

1.1. Permitted Use. NeuralTrust will make the NeuralTrust Services available to Customer for the Term solely for use by Customer and its Authorized Users and solely for Customer’s internal business purposes, in accordance with the terms and conditions of this Agreement and the Documentation.

1.2. Affiliates. Customer Affiliates may purchase services from NeuralTrust by executing a Subscription Plan. This creates a separate agreement between the Affiliate and NeuralTrust incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with NeuralTrust, and breach or termination of any such agreement is not breach or termination under any other.

1.3. Authorized Users. Customer must obtain separate credentials (e.g., user IDs and passwords) for each Authorized User and may not permit the sharing of Authorized User credentials. Customer will at all times be responsible for and expressly assume the risks associated with all use of the Services under an Authorized User’s account (including for the payment of Fees related to such use), whether such action was taken by an Authorized User or by another party, and whether or not such action was authorized by an Authorized User, provided that such action was not taken by NeuralTrust. This responsibility includes the security of each Authorized User’s credentials, and you will not share (and will instruct each Authorized User not to share) such credentials with any other person or entity, or otherwise permit any other person or entity to access or use the Services.

1.4. Restrictions. Customer will not (and will not permit Authorized Users to):

• a) sell, resell, license, sublicense, distribute, rent, lease, transfer or otherwise provide access to the NeuralTrust Services to any third party except to the extent explicitly authorized in writing by NeuralTrust;

• b) use the Services to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible purchase of any NeuralTrust product or service;

• c) modify or create derivative works of the Services or copy any element of the Services;

• d) copy, modify, disassemble, decompile, reverse engineer, or attempt to view or discover the source code of the Services, in whole or in part, or permit or authorize a third party to do so;

• e) publish benchmarks or performance information about the Services;

• f) use the NeuralTrust Services other than in accordance with the Documentation;

• g) during any free trial period granted by NeuralTrust, use the Services for any purpose other than to evaluate whether to purchase the Services.

2. CUSTOMER DATA

2.1. Rights. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Services as provided to NeuralTrust. Subject to the terms of this Agreement, Customer hereby grants to NeuralTrust and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the services to Customer, to prevent or address service or technical problems with the services, or as may be required by law.

2.2. Obligations. Customer’s use of the services and all Customer Data will comply with applicable laws and government regulations. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to NeuralTrust under this Agreement and that the Customer Data will not violate the rights of any third party.

2.3. Prohibited Uses. Customer agrees not to upload to the Service any HIPAA or PCI Data. NeuralTrust will have no liability under this Agreement for HIPAA and PCI Data and Customer acknowledges that the Services are not intended to meet any legal obligations for these uses.

3. FEES AND PAYMENT

3.1. Fees. The Services are offered under different subscription plans (each such plan, a “Subscription Plan”), the fees, limits and features of which are defined at the Order Form. Subscription Plans may set allotments for use of designated Service aspects. Use of Service aspects in excess of a Subscription Plan’s designated allotment may result in (additional) fees, as specified in the plan, and such fees will be included in a true-up invoice or charged automatically using the payment information you have provided.

3.2. Payment Terms. When you purchase a Subscription Plan, you expressly authorize us or our third-party payment processor to charge you for such Services. You represent and warrant that you have the legal right to use all payment methods that you provide to us. The applicable Fees are charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All fees are non-cancellable, non-refundable, and not subject to setoff. Late payments may bear interest at the rate of annually 9% above base interest rate (or the highest rate permitted by law, if less). In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have.

3.3. Authorization for recurring payments. By agreeing to this Agreement and purchasing a Subscription Plan, you acknowledge that your Subscription Plan has recurring payment features and you accept responsibility for all recurring payment obligations prior to the termination of your Subscription Plan by you or NeuralTrust. We (or our third party payment processor) will automatically charge you in accordance with the term of your Subscription Plan (e.g., each month or year) using the payment information you have provided. Your Subscription Plan continues until terminated by you or NeuralTrust in accordance with this Agreement.

3.4. Taxes. NeuralTrust’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use or withholding taxes in any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its Orders. If NeuralTrust has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, NeuralTrust will invoice Customer and Customer will pay that amount unless Customer provides NeuralTrust with a valid tax exemption certificate authorized by the appropriate taxing authority.

3.5. Changes. NeuralTrust may change prices, payment policies, features and limits for the Services at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge; provided, however, that NeuralTrust provides the Customer with prior notice and an opportunity to terminate its Subscription Plan.

4. TERM AND TERMINATION

4.1. Term. This Agreement starts on the Effective Date and will continue for as long as the Services are being provided to you under this Agreement. The term of your Subscription Plan shall automatically renew for successive terms equal in duration to the initial term unless you cancel your Subscription Plan in advance of the renewal date.

4.2. Termination. You have the right to terminate your Subscription Plan at any time by sending a cancellation request to NeuralTrust. Such termination will be effective at the start of the next billing or renewal period. NeuralTrust may terminate this Agreement and any Subscription Plan at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. In addition to any other remedies NeuralTrust may have, NeuralTrust may also terminate this Agreement upon ten (10) day`s notice (or two (2) days in the case of non-payment), if you breach any of the terms or conditions of this Agreement. NeuralTrust may terminate your Subscription Plan and this Agreement immediately if you exceed any NeuralTrust limits concerning use of the Services, including without limitation, the maximum period of time that data or other content will be retained by the Services, the maximum storage space that will be allotted on NeuralTrust’s servers on your behalf, and the maximum compute capacity provided for the execution of the Service and the maximum network data transferred by the Services. You acknowledge that NeuralTrust reserves the right to terminate any Subscription Plan that is inactive for an extended period of time and the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). All Customer Data on the Services (if any) may be permanently deleted by NeuralTrust upon termination of your Subscription Plan in its sole discretion. If NeuralTrust terminates your paid Subscription Plan without cause, NeuralTrust will refund the pro-rated, unearned portion of any amount that you have prepaid to NeuralTrust for such Services.

4.3. Effect of Termination. Upon expiration or termination of this Agreement, Customer’s access to the Services (including Customer Data in the Services) will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information, including Customer Data, which NeuralTrust will delete within 60 days after Customer’s request. Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.

4.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 1.4 (Restrictions), 3 (Fees and Payment), 4 (Term and Termination), 5.3 (Warranty Disclaimer), 6 (Limitation of Liability), 7 (Indemnification), 8 (Intellectual Property), 9 (Confidentiality), 11 (General Terms), and 12 (Definitions).

4.5. Suspension of Service. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, NeuralTrust reserves the right to suspend provision of services; (a) if Customer breaches Section 1 (Use of Service), Section 2.2 (Obligations) or Section 2.3 (Prohibited Uses); (b) if Customer fails to pay overdue Fees; (c) if NeuralTrust reasonably determines suspension is necessary to avoid material harm to NeuralTrust or its other customers or to preserve the security, availability or integrity of the Services.

5. WARRANTY

5.1. Services Warranty. In the event of any loss or corruption of any data associated with the Services, NeuralTrust will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by NeuralTrust. EXCEPT FOR THE FOREGOING, NEURALTRUST WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

NeuralTrust makes 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 Services, and we make no guarantees around data retention or preservation. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

5.2. Mutual Warranty. Each party warrants that it has validly entered into this Agreement and has the legal power to do so.

6. LIMITATIONS OF LIABILITY

NEITHER NEURALTRUST NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEURALTRUST HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT WILL NEURALTRUST OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO NEURALTRUST IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED EUROS (€100).

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY NEURALTRUST TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

7. INDEMNIFICATION

7.1. Indemnification by Customer. Customer will defend NeuralTrust against any claim by a third party arising from or relating to any Customer Data or any Customer-offered product or service used in connection with the Service and will indemnify and hold harmless NeuralTrust from and against any damages and costs awarded against NeuralTrust or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claim.

7.2. Procedures. Customer’s obligations in this Section 7 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim at the Customer’s sole cost and expense and (c) all necessary cooperation of NeuralTrust at the Customer’s expense. Customer may not settle any claim without NeuralTrust’s prior consent if settlement would require NeuralTrust to admit fault or take or refrain from taking any action. NeuralTrust may participate in a claim with its own counsel at its own expense.

8. INTELLECTUAL PROPERTY

8.1. Ownership. NeuralTrust retains all Intellectual Property Rights and all other proprietary rights related to the Services. Customer will not delete or alter the copyright, trademark, or other proprietary rights notices or markings appearing within the Services as delivered to the Customer. Customer agrees that the Services are provided on a non-exclusive basis and that no transfer of ownership of Intellectual Property Rights will occur. Customer further acknowledges and agrees that portions of the Services, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets and other Intellectual Property Rights of NeuralTrust and its licensors.

8.2. Feedback. Customer is under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”). If Customer chooses to offer Feedback to NeuralTrust, you hereby grant NeuralTrust a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Services or otherwise use any Feedback NeuralTrust receives from you. You also irrevocably waive in favor of NeuralTrust any moral rights which you may have in such Feedback pursuant to applicable copyright law. NeuralTrust acknowledges that any Feedback is provided on an “as-is” basis with no warranties of any kind.

8.3. Publicity. NeuralTrust may include Customer’s name, logo and trademarks on NeuralTrust’s website and in NeuralTrust’s marketing materials in connection with identifying Customer as a customer of NeuralTrust. Upon Customer’s written request, NeuralTrust will promptly remove any such marks from NeuralTrust’s website and, to the extent commercially feasible, NeuralTrust’s marketing materials.

9. CONFIDENTIALITY

Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

10. MODIFICATIONS OF THE AGREEMENT

NeuralTrust may modify this Agreement from time to time. Any notices or other communications provided by NeuralTrust under this Agreement, including those regarding modifications to this Agreement, will be given by NeuralTrust: (i) via e-mail; or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

11. GENERAL TERMS

11.1. Assignment. This Agreement will bind and insure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities to such party’s successor; and NeuralTrust may assign this Agreement in its entirety to any Affiliate. The parties hereby irrevocably agree in advance to provide their cooperation to such assignment and shall perform any formality to complete such assignment. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

11.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of Spain, without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts located in Barcelona, Spain, and both parties submit to the personal jurisdiction of those courts.

11.3. Notices. Any notices or other communications provided by NeuralTrust under this Agreement, including those regarding modifications to this Agreement, will be given by NeuralTrust: (i) via e-mail; or (ii) by posting to the website at neuraltrust.ai. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

11.4. Entire agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Neither party will have a claim for innocent or negligent misrepresentation based on any statement in this Agreement. NeuralTrust may change and update any Service (in which case NeuralTrust may update the applicable Documentation accordingly), subject to the warranty in Section 5.1 (Service Warranty).

11.5. Amendments and Waivers. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement, except as expressly set forth herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. This Agreement, together with any terms referred to in it, constitutes the complete agreement between the parties. No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement.

11.6. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, natural disaster or any law or any action taken by a government or public authority.

11.7. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.

11.8. Export. Customer agrees to comply with all export and import laws and regulations of the E.U., the U.S. and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any E.U. or U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a E.U. or U.S. government embargo or that has been designated by the E.U. or U.S. government as a “terrorist supporting” country, (ii) Customer will not (and will not permit any third parties to) access or use any Service in violation of any E.U. or U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to any Service any information that is controlled under the U.S. International Traffic in Arms Regulations.

12. DEFINITIONS

“Affiliate” means an entity that directly or indirectly owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Authorized User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on its behalf.

“Customer Data” means any data or data files of any type that are uploaded by or on behalf of Customer to the Service for storage in a data repository.

“Documentation” means NeuralTrust’s standard technical documentation for the Services.

“Fees” means the fees payable by Customer for the applicable Service, as set forth in an Order Form.

“GDPR” means European Union Regulation 2016/679.

“HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented.

“Order Form” means the NeuralTrust ordering document executed by both Customer and NeuralTrust in a Business Subscription Plan which specifies the services being provided by NeuralTrust and that is governed by this Agreement.

“PCI” means the Payment Card Industry Data Security Standards (PCI DSS).

“Services” means the NeuralTrust proprietary software-as-a-service offering generally available and accessed by Customer as set forth in a Subscription Plan or Order Form.

“Subscription Plan” means the access to the Services acquired by Customer upon the creation of an account or upon the execution of an Order Form.