Terms & Conditions

By accessing our website or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services. These Terms constitute a legally binding agreement between you and NeuralBridge.

NeuralBridge provides AI agent development and consulting services, including:

• Custom AI agent system design and development
• Integration with client systems and data sources
• Ongoing maintenance and support
• Training and knowledge transfer

Specific services are governed by separate Statements of Work (SOW) or Master Service Agreements (MSA) entered into between NeuralBridge and your organization.

Our IP: NeuralBridge retains ownership of its pre-existing intellectual property, proprietary methodologies, frameworks, tools, and general knowledge. We grant you a license to use deliverables created specifically for you as described in your SOW.

Your IP: You retain ownership of your pre-existing intellectual property, data, and materials. You grant us a limited license to use your materials solely for providing services under our agreement.

Deliverables: Upon full payment, you receive full ownership of the custom deliverables created for you under the applicable SOW, including source code, documentation, and trained model weights, unless otherwise specified in writing.

You agree to:

• Provide timely access to systems, data, and personnel necessary for us to deliver services
• Ensure you have the right to share data provided to us for processing
• Review and provide feedback on deliverables within agreed timeframes
• Pay invoices according to the payment terms in your agreement
• Comply with all applicable laws and regulations in your use of our services

Both parties agree to maintain the confidentiality of each other's proprietary information. "Confidential Information" includes business plans, technical data, customer information, and any information marked as confidential. Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from third parties.

Our confidentiality obligations survive for five (5) years after the end of our engagement, except for trade secrets, which are protected indefinitely.

Payment terms are specified in your MSA or SOW. Standard terms include net-30 from invoice date. We reserve the right to暂停 services if payments are more than 30 days overdue. All fees are quoted in US dollars unless specified otherwise.

Applicable taxes are added to invoices where required by law.

Our Warranties: We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. We warrant that we have the right to enter into these Terms and provide our services.

AI Systems: You acknowledge that AI systems have inherent limitations, including potential for errors, biases, or unexpected outputs. While we implement rigorous testing and validation, we cannot guarantee that AI systems will produce perfect or error-free results.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEURALBRIDGE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEURALBRIDGE DOES NOT WARRANT THAT AI SYSTEMS WILL MEET YOUR SPECIFIC REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEURALBRIDGE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• NEURALBRIDGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

These Terms remain in effect until terminated. Either party may terminate:

• An individual SOW upon written notice if the other party materially breaches and fails to cure within 30 days
• The MSA upon 30 days written notice for convenience

Upon termination, you remain obligated to pay for services rendered through the termination date, and both parties must return or destroy the other's Confidential Information.

These Terms are governed by the laws of the State of New York, USA, without regard to conflict of law principles. Any dispute arising from these Terms shall be resolved in the state or federal courts located in New York County, New York. You consent to the exclusive jurisdiction of these courts.

Before initiating litigation, parties agree to attempt to resolve disputes through good-faith negotiation for thirty (30) days.

You agree to indemnify, defend, and hold harmless NeuralBridge and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your use of our services, or your violation of third-party rights.

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, or infrastructure failures.

• Entire Agreement: These Terms, along with your MSA and SOWs, constitute the entire agreement between us.
• Amendments: We may update these Terms from time to time. Material changes will be notified via our website. Your continued use constitutes acceptance.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver: Failure to enforce any provision does not constitute a waiver.
• Assignment: You may not assign these Terms without our written consent. We may assign with notice to you.
• Notices: All notices must be in writing and delivered to the email addresses specified in your agreement.

Questions about these Terms? Contact us:

NeuralBridge Studio, Inc.
Email: legal@neuralbridgestudio.com
Address: New York, NY