Terms of Service

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Customer Data" means any data, content, or information submitted to the Services by or on behalf of Customer, including documents, files, records, and other materials.

"Design Partner Agreement" means a written agreement between NeuroFolio and Customer for participation in NeuroFolio's early-access validation programme.

"Order Form" means a written order document executed by both parties that specifies the Services, subscription term, service capacity, and applicable fees.

"Services" means the software-as-a-service platform, modules, and related features made available by NeuroFolio under the applicable Order Form or Design Partner Agreement.

"Subscription Term" means the period during which Customer is authorised to access and use the Services, as specified in the applicable Order Form.

"Users" means Customer's authorised employees, contractors, and agents who are permitted to access and use the Services on Customer's behalf.

NeuroFolio will make the Services described in the applicable Order Form or Design Partner Agreement available to Customer in accordance with this Agreement. Technical support, if any, will be provided in accordance with the Service Level Agreement attached as Exhibit A.

The Services may process Customer Data, including documents, records, project data, financial data, and other materials submitted by or on behalf of Customer, and may generate outputs such as reports, summaries, analyses, recommendations, and status narratives derived from such materials.

NeuroFolio may update or modify the Services from time to time, provided such updates do not materially reduce the primary features of the Services described in NeuroFolio's then-current documentation, excluding beta features, experimental functionality, or third-party integrations.

Design Partner Access. Customers participating in NeuroFolio's Design Partner Programme will receive access to the platform following an initial assessment and validation session conducted by NeuroFolio. Access is structured and subject to the terms of the applicable Design Partner Agreement.

Customer will pay NeuroFolio the fees described in the applicable Order Form ("Fees"). All Fees are quoted and payable in United States Dollars (USD). Late payments will accrue interest at the lesser of: (i) 1% per month; or (ii) the maximum rate permitted by applicable law. NeuroFolio may suspend the Services for overdue Fees after providing written notice.

Fees are exclusive of all taxes. Customer is responsible for all applicable taxes related to the Services, except for taxes based on NeuroFolio's net income.

Design Partner Programme. Participation in NeuroFolio's Design Partner Programme during the active validation phase is offered at no fee unless otherwise specified in a Design Partner Agreement. Any future pricing applicable to design partners will be communicated in writing and locked at early-partner rates as described in the applicable agreement.

This Agreement remains in effect for the duration of all Subscription Terms under executed Order Forms or Design Partner Agreements. Each Order Form will automatically renew for successive periods equal to the initial Subscription Term unless either party provides at least thirty (30) days' written notice of non-renewal prior to the end of the then-current term.

Either party may terminate this Agreement upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice; or (ii) becomes subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings. If Customer terminates due to NeuroFolio's uncured material breach, NeuroFolio will refund any unused prepaid Fees for the terminated period on a pro-rata basis.

Upon expiration or termination, all rights and licences granted to Customer will immediately terminate. NeuroFolio will make Customer Data available for export for thirty (30) days, after which NeuroFolio may delete Customer Data. Provisions that by their nature should survive termination will survive, including confidentiality, limitation of liability, and indemnification obligations.

Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) protect Confidential Information using at least reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, and advisors bound by equivalent confidentiality obligations.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party without restriction prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is lawfully received from a third party without restriction.

A party may disclose Confidential Information to the extent required by applicable law or valid court order, provided that the receiving party gives the disclosing party prompt written notice and reasonable cooperation to seek a protective order.

Licence Grant. Subject to the terms of this Agreement and payment of applicable Fees, NeuroFolio grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

Customer Restrictions. Customer will not: (i) reverse engineer, decompile, copy, or modify the Services; (ii) use the Services to develop a competing product or service; (iii) publish benchmarks of the Services without prior written consent; (iv) remove proprietary notices; (v) sublicense or sell access to the Services; or (vi) use the Services to transmit unlawful or harmful content.

Customer Responsibilities. Customer is responsible for: (i) ensuring Users comply with this Agreement; (ii) the accuracy, quality, and legality of Customer Data; (iii) obtaining all necessary rights and consents for NeuroFolio to process Customer Data; and (iv) maintaining the security of User credentials.

Intellectual Property. NeuroFolio retains all right, title, and interest in and to the Services, including all software, algorithms, models, frameworks, methodologies, and documentation. Customer retains all right, title, and interest in and to Customer Data. Any feedback provided by Customer may be used by NeuroFolio without restriction or compensation.

Each party represents and warrants that it has the full legal authority to enter into and perform its obligations under this Agreement.

NeuroFolio warrants that the Services will operate in all material respects in accordance with its then-current documentation during the applicable Subscription Term. Customer's sole and exclusive remedy for breach of this warranty is repair or replacement of the affected Service or, if NeuroFolio is unable to remedy the breach within a reasonable time, termination with a pro-rata refund of prepaid unused Fees.

No Professional Advice. The Services are provided as a software platform and do not constitute legal, financial, tax, accounting, or other professional advice. Customer is solely responsible for all decisions and conclusions drawn from Customer Data or any outputs generated through the Services.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS." NEUROFOLIO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

NeuroFolio Indemnity. NeuroFolio will defend Customer against any third-party claim alleging that the Services, as provided by NeuroFolio and used in accordance with this Agreement, infringe any United States intellectual property rights. NeuroFolio will have no obligation to the extent a claim arises from Customer Data, use of the Services in violation of this Agreement, modification of the Services by anyone other than NeuroFolio, or combination of the Services with products not provided by NeuroFolio.

Customer Indemnity. Customer will defend NeuroFolio against any third-party claim arising from Customer Data or Customer's use of the Services in violation of this Agreement or applicable law.

The indemnified party will promptly notify the indemnifying party in writing of any claim, grant sole control over the defence and settlement, and reasonably cooperate in the defence. The indemnifying party may not settle any claim in a manner that imposes liability on the indemnified party without its prior written consent.

EXCEPT FOR FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR DESIGN PARTNER PARTICIPANTS WHERE NO FEES HAVE BEEN PAID, TOTAL LIABILITY WILL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD $1,000).

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

Entire Agreement. This Agreement, together with all Order Forms, Design Partner Agreements, and incorporated exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. Any amendment must be in writing and signed by authorised representatives of both parties.

Severability. If any provision is found to be invalid or unenforceable, such provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full force and effect.

Assignment. Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, or government action.

Notices. Notices to NeuroFolio should be directed to: Ensuresap Consulting Inc, 971 US Highway 202N, Suite R, Branchburg, NJ 08876, or hello@neurofolio.ai.

Governing Law. This Agreement is governed by the laws of the State of New Jersey, United States, without regard to conflict of law principles. Any dispute will be brought exclusively in the state or federal courts located in Somerset County, New Jersey. Each party waives any right to a jury trial.

1. Technical Support

NeuroFolio will provide technical support via email at hello@neurofolio.ai during business days, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern Time, excluding U.S. federal holidays. NeuroFolio will use commercially reasonable efforts to respond to critical issues within one (1) business day and all other issues within three (3) business days.

2. Service Level Terms

NeuroFolio will use commercially reasonable efforts to make the Services available 99.5% of the time in any given calendar month, excluding scheduled maintenance, Force Majeure Events, third-party outages, and failures attributable to Customer's systems or misuse.

If monthly availability falls below Target Availability and Customer notifies NeuroFolio within thirty (30) days, Customer will be eligible for service credits applied to future Fees as follows:

Service Credits may be applied only to future Fees and are not redeemable for cash. They will not exceed 25% of monthly Fees for the affected month. During the active validation phase, SLA credits apply only upon execution of a paid Order Form.

This Data Processing Addendum ("DPA") is incorporated into and governed by the Agreement and applies to NeuroFolio's processing of Personal Data on behalf of Customer. In the event of any conflict between this DPA and the Agreement, this DPA will control with respect to the processing of Personal Data.

1. Definitions

"Controller," "Processor," "Data Subject," "Personal Data," "Processing," and related terms have the meanings given under applicable Data Protection Law. "Data Protection Law" means all applicable privacy and data protection laws, including the CCPA, applicable U.S. state privacy laws, and, to the extent applicable, the GDPR and UK GDPR. "Security Incident" means any confirmed unauthorised access to, or accidental or unlawful destruction, loss, alteration, or disclosure of, Customer Personal Data.

2. Relationship of the Parties

Customer is the Controller and appoints NeuroFolio as Processor to process Customer Personal Data solely to provide the Services ("Permitted Purpose"). NeuroFolio will process Customer Personal Data only for the Permitted Purpose and only in accordance with Customer's documented instructions. NeuroFolio will assist Customer in responding to Data Subject requests as required by applicable Data Protection Law. Upon termination, NeuroFolio will delete or return Customer Personal Data within thirty (30) days.

3. Security

NeuroFolio will implement and maintain appropriate technical and organisational measures to protect Customer Personal Data, including encryption in transit and at rest, role-based access controls, logging and monitoring, and incident response procedures. NeuroFolio will notify Customer within seventy-two (72) hours of becoming aware of a Security Incident.

4. CCPA

For purposes of the CCPA, Customer is a "Business" and NeuroFolio is a "Service Provider." NeuroFolio processes Personal Information solely to provide the Services. NeuroFolio will not sell or share Personal Information and will not retain, use, or disclose Personal Information for any commercial purpose other than providing the Services.

5. Audit

Upon Customer's reasonable written request, no more than once per calendar year, NeuroFolio will provide information reasonably necessary to demonstrate compliance with this DPA, which may include relevant security certifications or written attestations.

This AI Addendum applies to the extent NeuroFolio uses artificial intelligence systems, models, or related tools in connection with providing the Services.

1. Permitted Use of AI

NeuroFolio may use AI, including AI provided by third-party providers ("Third-Party AI Providers"), solely to provide, operate, and support the Services. NeuroFolio will maintain a log of AI actions taken within the platform and make such log accessible to Customer through the Services' AI usage visibility feature.

2. No Model Training on Customer Data

NeuroFolio will not use Customer Data to train, fine-tune, or otherwise improve any AI model, whether proprietary or provided by a Third-Party AI Provider, without Customer's prior written consent. NeuroFolio will impose equivalent restrictions on any Third-Party AI Provider that processes Customer Data on NeuroFolio's behalf.

3. Inputs and Outputs

As between the parties, Customer owns all Inputs and all Outputs derived from Customer Data. NeuroFolio retains all right, title, and interest in and to the Services, including all models, frameworks, templates, methodologies, and system components used to generate Outputs. Customer acknowledges that AI-generated Outputs may be incomplete or inaccurate and require human review before use for any operational, legal, regulatory, or compliance purpose.

4. Bring Your Own LLM (BYOL)

Where Customer elects to configure the Services to use a Customer-designated large language model provider, NeuroFolio will facilitate such integration subject to technical compatibility and the terms of the applicable Order Form. Customer is responsible for its own LLM provider's terms of service and compliance obligations.

5. Third-Party AI Providers

NeuroFolio will ensure Third-Party AI Providers that process Customer Data are subject to written data protection obligations no less protective than those set out in this Agreement. NeuroFolio remains responsible for the acts and omissions of its Third-Party AI Providers.