These Terms of Service ("Terms") govern your access to and use of the website at getneurobyte.com (the "Site"), and all software, products, tools, and services provided by NeuroByte LLC ("NeuroByte," "we," "us," or "our"), including custom development services and productized offerings such as NeuroMaps, NeuroLens, and other tools we may release (collectively, the "Services").
By accessing the Site, signing an order form, or otherwise using the Services, you ("Client," "you," or "your") agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.
If you do not agree to these Terms, do not use the Site or Services.
1. Order of Precedence
These Terms apply broadly to all use of the Site and Services. For specific engagements, we may also enter into a written Master Services Agreement, Statement of Work, Order Form, or similar document ("Service Agreement"). In the event of any conflict, the Service Agreement controls over these Terms with respect to that engagement.
2. Eligibility and Account Registration
You must be at least 18 years old and capable of forming a binding contract to use the Services. If you create an account, you agree to provide accurate and complete information and to keep it current. You are responsible for safeguarding your credentials and for all activity that occurs under your account.
3. The Services
3.1 Custom Development
NeuroByte may provide custom software development, integration, consulting, and related services for Client. The specific scope, deliverables, timelines, and fees for each engagement will be set out in a Service Agreement.
3.2 Productized Tools
NeuroByte offers productized software tools (such as NeuroMaps and NeuroLens) on a subscription or other basis. Access to these tools is governed by these Terms, any applicable Service Agreement, and the documentation we provide for each tool.
3.3 Modifications
We may modify, suspend, or discontinue any Service (or feature within a Service) at any time. For paid Services, we will use commercially reasonable efforts to provide reasonable notice of material changes that adversely affect existing customers.
4. Fees, Billing, and Payment
4.1 Fees
Fees for the Services are as set forth in the applicable Service Agreement, order form, or product page. Unless otherwise stated, all fees are quoted in U.S. dollars and are exclusive of taxes, which are your responsibility.
4.2 Payment Methods
We accept payment via credit/debit card (processed by our third-party payment processor) and ACH or check (per invoice). Card payments authorize NeuroByte to charge the agreed amounts on the agreed schedule.
4.3 Invoices and Late Payment
Invoices are due within fifteen (15) days of the invoice date unless otherwise specified. Past-due amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. We may suspend Services for any account with amounts more than thirty (30) days past due, and you will remain responsible for fees during the suspension.
4.4 No Refunds
Except as expressly stated in a Service Agreement or required by law, fees are non-refundable. Subscription fees are billed in advance and not pro-rated upon cancellation.
4.5 Expenses
Pre-approved out-of-pocket expenses incurred in performing custom development services (such as third-party software licenses, hosting, or travel) are reimbursable at cost.
5. Client Responsibilities
You agree to:
- Provide accurate information, materials, access, and decisions reasonably needed for NeuroByte to perform the Services
- Designate an authorized point of contact with the authority to provide approvals and direction
- Comply with all applicable laws in your use of the Services and the data you provide
- Maintain appropriate backups of any data you provide to us
- Obtain all consents and authorizations necessary for NeuroByte to process any data you submit, including end-user data
NeuroByte's ability to meet timelines depends on Client cooperation. Delays caused by Client may result in revised schedules and additional fees.
6. Intellectual Property
6.1 NeuroByte Background IP
NeuroByte owns all right, title, and interest in and to its pre-existing materials, tools, frameworks, methodologies, libraries, code components, templates, and know-how, including improvements and modifications to the foregoing developed in the course of providing Services ("NeuroByte Background IP"). Nothing in these Terms or any Service Agreement transfers ownership of NeuroByte Background IP to Client.
6.2 Custom Deliverables
Subject to full payment of all amounts due, NeuroByte assigns to Client all right, title, and interest in the custom-developed portions of deliverables created specifically for Client under a Service Agreement ("Custom Deliverables"), excluding any NeuroByte Background IP incorporated in those deliverables.
6.3 License to Background IP
To the extent NeuroByte Background IP is incorporated into Custom Deliverables, NeuroByte grants Client a perpetual, worldwide, royalty-free, non-exclusive, non-transferable license to use, reproduce, and modify that NeuroByte Background IP solely as embedded in the Custom Deliverables and solely for Client's internal business purposes. Client may not separately license, sublicense, or distribute NeuroByte Background IP as a standalone product.
6.4 Productized Tools
Productized tools (such as NeuroMaps and NeuroLens) are licensed, not sold. Subject to these Terms and payment of applicable fees, NeuroByte grants you a non-exclusive, non-transferable, revocable license to access and use the productized tools during your subscription term solely for your internal business purposes. NeuroByte retains all right, title, and interest in and to the productized tools.
6.5 Feedback and Learnings
If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant NeuroByte a perpetual, irrevocable, royalty-free, worldwide license to use that Feedback for any purpose without obligation to you. NeuroByte is also free to use general knowledge, skills, and experience gained in performing Services for any purpose, provided NeuroByte does not disclose Client's Confidential Information.
6.6 Client Data
As between the parties, Client owns all data, content, and materials provided to NeuroByte by or on behalf of Client ("Client Data"). Client grants NeuroByte a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, and process Client Data solely as necessary to provide the Services.
7. Acceptable Use
Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. Without limiting that policy, you agree not to:
- Use the Services in violation of any applicable law or regulation
- Upload or transmit material that is unlawful, infringing, defamatory, harassing, or harmful
- Attempt to gain unauthorized access to the Services, other accounts, or related systems
- Reverse engineer, decompile, or attempt to derive the source code of the Services, except as expressly permitted by law
- Resell, sublicense, or otherwise commercially exploit the Services without our written consent
- Use the Services to develop a competing product or service
- Use the Services to process data you are not authorized to process
We may suspend or terminate access for violations of these Terms or the Acceptable Use Policy, in our reasonable discretion.
8. Confidentiality
Each party may receive Confidential Information of the other. "Confidential Information" includes any non-public business, technical, or financial information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential given its nature.
Each party agrees to: (a) protect the other's Confidential Information using at least the same care it uses for its own confidential information of similar importance, and in no event less than a reasonable standard of care; (b) use the Confidential Information only as necessary to perform under these Terms; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective.
Confidential Information does not include information that is publicly known, was known to the receiving party without confidentiality restriction prior to disclosure, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.
A party may disclose Confidential Information as required by law or court order, provided it gives the other party reasonable advance notice where legally permitted.
9. Privacy and Data Processing
NeuroByte's collection and use of personal information through the Site is described in our Privacy Policy. Where NeuroByte processes personal data on behalf of Client as part of the Services, the parties may enter into a separate Data Processing Addendum. To the extent applicable laws (including state-level privacy laws) require specific provisions, those will apply.
10. Third-Party Services
The Services may interoperate with or rely on third-party products, APIs, or services (including artificial intelligence providers, hosting providers, mapping APIs, payment processors, and similar). NeuroByte is not responsible for third-party services, their availability, or their terms. Your use of any third-party service is governed by your agreement with that third party.
11. Warranties and Disclaimers
11.1 Mutual Warranties
Each party warrants that it has the authority to enter into these Terms.
11.2 NeuroByte Limited Warranty
NeuroByte warrants that custom development Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's exclusive remedy and NeuroByte's sole obligation is to re-perform the affected Services at no additional charge, provided Client notifies NeuroByte in writing within thirty (30) days after the Services are performed.
11.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR A SERVICE AGREEMENT, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEUROBYTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEUROBYTE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA WILL BE ACCURATE OR RELIABLE.
11.4 AI Output Disclaimer
THE SERVICES MAY INCORPORATE OUTPUTS FROM ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING SYSTEMS. AI OUTPUTS ARE PROBABILISTIC AND MAY BE INACCURATE, INCOMPLETE, OR INAPPROPRIATE FOR A GIVEN USE. CLIENT IS RESPONSIBLE FOR REVIEWING AI OUTPUTS BEFORE RELYING ON THEM AND FOR DETERMINING WHETHER A GIVEN USE IS APPROPRIATE. NEUROBYTE DISCLAIMS LIABILITY FOR DECISIONS MADE OR ACTIONS TAKEN BASED ON AI OUTPUTS WITHOUT APPROPRIATE HUMAN REVIEW.
12. Indemnification
12.1 By NeuroByte
NeuroByte will defend Client against any third-party claim alleging that the Services, as provided by NeuroByte and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark of a third party, and will pay damages finally awarded against Client (or amounts agreed in settlement). NeuroByte's obligations do not apply to claims arising from: (a) Client Data; (b) modifications not made by NeuroByte; (c) combinations with products or services not provided by NeuroByte; (d) use of the Services other than as authorized; or (e) NeuroByte Background IP that NeuroByte licensed from a third party where the third-party license terms govern.
If a Service becomes, or in NeuroByte's opinion is likely to become, the subject of an infringement claim, NeuroByte may at its option: (i) procure the right to continue providing the Service; (ii) modify the Service so it is non-infringing; or (iii) terminate the affected Service and refund any prepaid, unused fees.
12.2 By Client
Client will defend NeuroByte against any third-party claim arising from: (a) Client Data; (b) Client's breach of these Terms; (c) Client's violation of law; or (d) Client's negligent or wrongful acts or omissions, and will pay damages finally awarded against NeuroByte (or amounts agreed in settlement).
12.3 Procedure
The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation. The indemnifying party may not settle a claim that imposes liability or admits fault on the indemnified party without prior written consent.
This Section states each party's exclusive remedy and the other party's entire liability for third-party intellectual property infringement claims.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO NEUROBYTE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(C) THE FOREGOING LIMITATIONS DO NOT APPLY TO: (I) AMOUNTS OWED FOR THE SERVICES; (II) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (III) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8; (IV) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (V) LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
The parties agree that the limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain.
14. Term and Termination
14.1 Term
These Terms apply for as long as you use the Site or Services. Service Agreements have their own terms.
14.2 Termination for Convenience
Either party may terminate Services on a particular Service Agreement by providing the notice required in that Service Agreement. Subscription Services terminate at the end of the then-current billing period.
14.3 Termination for Cause
Either party may terminate these Terms or any Service Agreement immediately upon written notice if the other party materially breaches and fails to cure within thirty (30) days after written notice of the breach (or immediately, in the case of a breach that cannot reasonably be cured).
14.4 Effect of Termination
Upon termination: (a) Client will pay all amounts owed for Services performed through the effective date of termination; (b) each party will return or destroy the other party's Confidential Information, subject to legal hold and routine backup retention; (c) all licenses granted to Client under these Terms terminate, except for licenses to Custom Deliverables already paid for in full; and (d) provisions that by their nature survive termination will survive, including Sections 4 (Fees), 6 (IP), 8 (Confidentiality), 11 (Warranties), 12 (Indemnification), 13 (Limitation of Liability), 14.4, and 15.
15. General
15.1 Governing Law
These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah for any dispute not subject to arbitration.
15.2 Dispute Resolution
The parties will first attempt to resolve any dispute informally through good-faith discussions between authorized representatives. If a dispute is not resolved within thirty (30) days, either party may pursue available remedies in court. Either party may seek injunctive or other equitable relief at any time.
15.3 Force Majeure
Neither party is liable for delays or failures in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, internet or utility outages, third-party service failures, government actions, labor disputes, or pandemics.
15.4 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
15.5 Assignment
You may not assign or transfer these Terms or any rights under them without NeuroByte's prior written consent. NeuroByte may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
15.6 Notices
Notices to NeuroByte must be sent to [email protected] and to our mailing address on file. Notices to Client may be sent to the email address associated with your account or other contact on file.
15.7 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights.
15.8 Severability
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the extent necessary to be enforceable while preserving the original intent.
15.9 Waiver
A failure to enforce any provision of these Terms is not a waiver of that or any other provision.
15.10 Entire Agreement
These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable Service Agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on the subject.
15.11 Changes to These Terms
We may update these Terms from time to time. The "Last Updated" date will reflect the most recent revision. For material changes, we will provide reasonable notice through the Site or by email to account holders. Your continued use of the Services after the effective date of any update constitutes acceptance.
15.12 Publicity
Unless Client objects in writing, NeuroByte may identify Client by name and logo as a customer in NeuroByte's marketing materials and on its website.
16. Contact
Questions about these Terms can be sent to:
NeuroByte LLC Attn: Legal 1706 N 1200 W #1032, Layton, UT 84041 Email: [email protected]