Important:

These Terms apply only to customers acting for business or professional purposes. They donot apply to consumers.
These Business Terms of Service (the "Terms") are entered into between Neura Space GmbH, KöBogen, Königsallee 2b, 40212 Düsseldorf, Germany ("Neura", "we", "our", or "us"), and the business orprofessional customer accepting these Terms ("Customer").
By clicking an acceptance button, signing or accepting an Order Form that refers to these Terms, orotherwise expressly agreeing to these Terms through Neura's registration or contracting process,Customer agrees to the Agreement described below

1. Business Use Only; Authority; Acceptance

1.1 Business users only. The Services are intended exclusively for entrepreneurs (Unternehmer)within the meaning of Section 14 of the German Civil Code (BGB), legal persons under public law, andspecial funds under public law. The Services are not intended for consumers within the meaning ofSection 13 BGB.
1.2 Authority. Each person accepting these Terms confirms that they are at least 18 years old, areacting for business or professional purposes, and have authority to bind the Customer. If the personaccepts on behalf of an organization, that organization is the Customer and, if the person is givenaccess to the Services, the person is an Authorized User.
1.3 Contract formation. A contract is formed when Neura accepts a registration, enables access to theServices, countersigns or accepts an Order Form, or otherwise confirms the Customer's access.Submitting a contact, waitlist, demo, or registration form alone does not require Neura to provide theServices.
1.4 No authority. A person who does not meet these requirements or lacks authority to bind theCustomer must not accept these Terms or use the Services.

2. Definitions

"Agreement" means these Terms together with each applicable Order Form, Data ProcessingAgreement ("DPA"), Security Schedule, and any policy or document expressly incorporated byreference.
"Authorized User" means an individual whom Customer authorizes to access or use the Servicesunder Customer's account.
"Beta Features" means beta, preview, experimental, pilot, prototype, or early-access services orfeatures identified as such or made available before general commercial release.
"Customer Content" means prompts, inputs, files, messages, workflow data, calendar data,communication data, configuration data, and other content or information submitted, uploaded,connected, or made available by or for Customer through the Services. Customer Content does notinclude Feedback.
"Documentation" means Neura's then-current user guides, technical instructions, feature descriptions,security instructions, and usage documentation made available for the Services.
"DPA" means the applicable data processing agreement governing Neura's processing of personaldata on behalf of Customer.
"Exportable Data" means input and output data, including relevant metadata, directly or indirectlygenerated by Customer's use of a data processing service, to the extent required to be portable underapplicable law. Exportable Data excludes data protected by Neura's or a third party's intellectualproperty rights or trade secrets, except to the extent applicable law requires otherwise.
"Neura Materials" means the Services, software, models, algorithms, interfaces, designs,Documentation, templates, know-how, technology, and other materials owned or controlled by Neura,excluding Customer Content.
"Order Form" means an order, proposal, statement of work, online checkout page, subscriptionconfirmation, or other ordering document accepted by both parties that identifies the Services, fees,subscription period, service levels, or additional terms.
"Output" means content, recommendations, summaries, responses, or other results generated by theServices in response to Customer Content or user instructions.
"Personal Data Breach" has the meaning given to that term under applicable data protection law,including the GDPR where applicable.
"Security Incident" means a confirmed unauthorized access to, acquisition of, disclosure of, alterationof, loss of, destruction of, or material compromise of Customer Content or the systems used by Neurato provide the Services. Security Incident does not include unsuccessful attempts or activities that donot compromise the confidentiality, integrity, or availability of Customer Content or the Services, such asblocked scans, unsuccessful login attempts, or unsuccessful denial-of-service attempts.
"Security Schedule" means an applicable security addendum, technical and organizational measuresschedule, or other document expressly incorporated into the Agreement that states specific bindinginformation-security commitments for the Services.
"Services" means Neura's websites, applications, AI-enabled features, software, APIs, integrations,support, Beta Features, and related services made available under the Agreement.
"Subscription Term" means the period during which Customer is entitled to access the applicable paidServices, as stated in an Order Form or at checkout.

3. Contract Documents and Order of Precedence

3.1 Agreement documents. The Agreement consists of these Terms and any applicable Order Form,DPA, Security Schedule, and documents expressly incorporated by reference. Customer purchaseorders or other customer terms do not apply unless expressly accepted in writing by Neura.
3.2 Order of precedence. If the Agreement documents conflict: (a) the DPA prevails for all mattersconcerning the processing of personal data; (b) an applicable Security Schedule prevails for specificinformation-security commitments; (c) an Order Form prevails for commercial terms, scope, fees,service levels, and other provisions only where it expressly identifies the provision being overridden;and (d) these Terms apply in all other cases. An Order Form does not override the DPA or anapplicable Security Schedule unless the relevant document expressly states that it does so and issigned or otherwise expressly accepted by authorized representatives of both parties.
3.3 Privacy Policy. Neura's Privacy Policy explains how Neura processes personal data when actingas a controller and provides additional transparency about the Services. It is separate from thesecontractual Terms. Where Neura processes personal data for Customer as a processor, the DPAgoverns that processing.
3.4 Availability and acceptance. Neura will make the applicable Terms and incorporated onlinedocuments reasonably accessible before or at contract formation. Customer is responsible for retaininga copy of the version it accepts. Neura may retain electronic records of acceptance, including theaccepting user, organization, timestamp, and document version.

4. Access to and Use of the Services

4.1 Right to use. Subject to the Agreement and payment of applicable fees, Neura grants Customer alimited, non-exclusive, non-transferable, and non-sublicensable right during the applicable term toaccess and use the Services and Documentation for Customer's internal business purposes. Customermay permit its Authorized Users to exercise this right within the purchased or approved usage limits.
4.2 Usage limits. Customer must comply with the user, storage, API, feature, geographic, technical,and other limits stated in the applicable plan, Documentation, or Order Form. Neura may applyreasonable rate limits and technical controls to protect the Services and other customers.
4.3 Service changes. Neura may improve, update, or modify the Services. During a paid fixedSubscription Term, Neura will not materially reduce the core functionality of the purchased Serviceswithout reasonable notice, unless a change is required for security, legal compliance, a third-partydependency, or to prevent harm. If a notified change materially and adversely reduces the purchasedServices, Customer may terminate the affected Services before the change takes effect and receive apro-rata refund of prepaid fees for the unused period, unless an equivalent replacement is provided.
4.4 Availability. Neura will use commercially reasonable efforts to make paid Services available.Maintenance, security measures, internet conditions, third-party services, and events outside Neura'sreasonable control may affect availability. No service-level commitment applies unless expressly statedin an Order Form.
4.5 Support. Support, response times, and service levels, if any, are described in the applicable plan orOrder Form. Neura may use support communications and diagnostic information to troubleshoot,secure, and improve the Services in accordance with the Privacy Policy and DPA.
4.6 Supported versions and security updates. Where Neura provides customer-controlled softwarecomponents, agents, extensions, clients, or other downloadable software, Neura may issue securityupdates, patches, configuration changes, or replacement versions. Customer must install or applysecurity updates within a reasonable period and must not continue using versions that Neura hasidentified as unsupported or materially insecure. Neura may discontinue support for outdated versionsafter reasonable notice, or immediately where continued use presents an urgent security or legal risk.Where mandatory law requires Neura to specify a security-support period, that period will be stated inthe applicable Documentation or Order Form.

5. Accounts and Authorized Users

5.1 Account information. Customer must provide accurate and current registration, billing, and contactinformation and keep it updated.
5.2 Account security. Customer and its Authorized Users must protect login credentials, authenticationtokens, API keys, and devices used to access the Services. Accounts may not be shared exceptthrough authorized workspace or team functionality.
5.3 Responsibility for users. Customer is responsible for its Authorized Users, their compliance withthe Agreement, and activities carried out through Customer's accounts to the extent attributable toCustomer or its Authorized Users. Customer is not responsible to the extent an activity is caused byNeura's breach of the Agreement or by unauthorized access that did not result from Customer's or anAuthorized User's breach of Sections 5.2 or 5.6.
5.4 Administrators. Customer administrators may invite or remove Authorized Users, configurepermissions, access or manage workspace information, request exports, and take other administrativeactions. Authorized Users acknowledge that the Customer organization, rather than the individual user,controls an organization-managed account.
5.5 Security notifications. Customer must notify Neura without undue delay at security@neura.spaceif it becomes aware of unauthorized access, compromised credentials, suspected misuse, avulnerability, or a Security Incident involving the Services. Customer must provide informationreasonably available to it and cooperate with proportionate containment and remediation measures.
5.6 Customer security controls. Customer must:
- use multi-factor authentication where made available, particularly for administrator accounts;
- apply least-privilege access and regularly review permissions;
- promptly disable accounts belonging to personnel who no longer require access;
- protect devices, browsers, integrations, API keys, tokens, and customer-controlled systems;
- promptly install security updates for customer-controlled agents, extensions, clients, and integrations;
- avoid submitting passwords, private keys, authentication secrets, classified information, or otherhighly sensitive information unless the applicable Service expressly supports that use; and
- cooperate with reasonable credential resets, token revocation, access restrictions, or otherprotective actions where Neura identifies a credible security risk.

6. Beta, Preview, and Early-Access Features

6.1 Experimental nature. Beta Features may be incomplete, contain errors, change materially, operatewith reduced availability, or be discontinued. They are provided for evaluation, testing, and feedbackunless Neura expressly agrees otherwise.
6.2 Restricted reliance. Customer must not use Beta Features for production-critical, safety-critical,legally significant, or high-risk decisions. Beta Features are not subject to service-level commitmentsunless an Order Form expressly states otherwise.
6.3 Changes and discontinuation. Neura may change, suspend, or discontinue Beta Features. Wherereasonably practicable, Neura will give advance notice and a reasonable opportunity to export relevantCustomer Content.
6.4 Confidential beta information. Non-public information about Beta Features, including unreleasedfunctionality, roadmaps, test results, and technical information, is Neura Confidential Information.

7. Customer Responsibilities

7.1 Lawful use. Customer must use the Services in accordance with the Agreement, Documentation,and applicable laws and must ensure that its Authorized Users do the same.
7.2 Rights and legal basis. Customer is responsible for having all rights, permissions, notices,consents, and other legal bases necessary to provide Customer Content, enable integrations, instructNeura to process data, and use the resulting Output.
7.3 Human oversight. Customer must apply appropriate human review, professional judgment, andorganizational controls before relying on Output or using it to make decisions or take actions.
7.4 Configuration and exports. Customer is responsible for configuring the Services appropriately forits intended use and, where relevant, maintaining reasonable exports or backups of information thatCustomer must retain independently.
7.5 AI literacy. Customer must take reasonable measures to ensure that personnel who operate or useAI features on Customer's behalf have an appropriate level of training and AI literacy for their role andcontext of use.
7.6 Workplace use. If Customer deploys the Services in a workplace, Customer is responsible forapplicable employee notices, consultation and co-determination requirements, works councilinvolvement, impact assessments, and other employment, labor, data protection, and AI-lawobligations.
7.7 Intended purpose. Customer must not rebrand the Services, substantially modify them, or changetheir intended purpose in a way that creates a prohibited AI practice. Customer must not do so in a waythat creates a high-risk AI system or high-risk AI use unless Neura has given prior written agreementand all legally required assessments, documentation, safeguards, registrations, and contractualarrangements have been completed.

8. Acceptable Use

Customer and Authorized Users must not use, facilitate, or allow use of the Services:
- for unlawful, fraudulent, deceptive, discriminatory, defamatory, abusive, or harmful purposes;
- to violate intellectual property, privacy, data protection, confidentiality, employment, personality, orother rights;
- to upload, connect, or process data or content that Customer is not authorized to use;
- to process special categories of personal data, highly sensitive data, or regulated data unless therelevant Service expressly supports that use and appropriate legal, contractual, and securitysafeguards are in place;
- for covert employee surveillance, disciplinary monitoring, employee scoring, automated employmentdecisions, or hidden monitoring of individual performance or behavior;
- to infer emotions in workplace or educational contexts from biometric data, except where expresslypermitted by applicable law for medical or safety reasons and separately agreed with Neura inwriting;
- to recruit, rank, select, promote, terminate, compensate, allocate work to, or evaluate individualsbased on personal traits or behavior, or to make other employment-related decisions, unlessexpressly agreed in writing with Neura and used in full compliance with applicable law;
- to make solely automated decisions that produce legal or similarly significant effects on individualswithout a valid legal basis, required notices, meaningful human oversight, and all other legallyrequired safeguards;
_ as the sole basis for medical, legal, financial, credit, insurance, immigration, law-enforcement,critical-infrastructure, or other safety-critical or high-impact decisions;
- to create or distribute malware, malicious code, phishing, spam, unauthorized impersonation, orcontent intended to facilitate cyber abuse;
- to bypass access controls, interfere with service integrity, conduct unauthorized penetration testing,or gain unauthorized access to systems, accounts, data, or networks;
- to reverse engineer, decompile, disassemble, discover source code, extract model weights, revealsystem prompts, or derive non-public components of the Services, except to the limited extent suchrestriction is prohibited by mandatory law;
- to use automated means to scrape, harvest, extract, copy, or replicate substantial parts of theServices or to create an unauthorized competing or substitute service;
- to resell, sublicense, time-share, or make the Services available to third parties except as expresslypermitted in an Order Form;
- to exceed reasonable usage limits, impose an unreasonable load, or interfere with other customers'use of the Services;
- in violation of export-control, sanctions, anti-bribery, or other applicable trade-compliance laws; or
- to conceal or misrepresent the use of AI-generated content where disclosure or labeling is requiredby law.
‍

Neura may investigate suspected violations and take proportionate protective measures, includinglimiting functionality, removing access to unlawful content, suspending accounts, or terminating theaffected Services. Where reasonably possible and legally permitted, Neura will give notice and anopportunity to remedy the issue.

9. AI Features and Output

9.1 Nature of AI Output. AI-generated Output may be inaccurate, incomplete, outdated, biased,misleading, non-unique, or unsuitable for a particular purpose. The Services may produce similar oridentical Output for different customers.
9.2 Review required. Customer and Authorized Users must review Output before relying on it, sharingit, publishing it, or using it to make decisions or take actions. The Services support human work and donot replace qualified professional judgment.
9.3 No professional advice. Unless an Order Form expressly states otherwise, the Services do notprovide legal, medical, financial, accounting, employment, regulatory, or other professional advice.
9.4 Responsibility for use. Customer is responsible for its selection of inputs, instructions, use ofOutput, and resulting decisions or actions, including verifying accuracy, lawfulness, fairness,intellectual-property implications, and suitability for the intended context.
9.5 Third-party AI providers. Neura may use third-party AI, model, and infrastructure providers toprovide requested functionality. Their processing is subject to appropriate contractual, security,confidentiality, retention, and data-protection safeguards as described in the Privacy Policy and, whereapplicable, the DPA.
9.6 Model training and Customer data. Unless Customer expressly opts in through a separate writtenagreement, Neura does not use Customer Content or personal data to train or fine-tune any sharedfoundation model, general-purpose AI model, or shared generative AI model, whether operated byNeura or by a third party. This restriction does not prevent Neura from:
- processing Customer Content to generate Output and provide the functionality requested byCustomer;
- performing security monitoring, abuse detection, troubleshooting, and incident response;
- operating customer-specific configurations or adaptations that are isolated to Customer andexpressly enabled by Customer; or
- using aggregated or anonymized information that no longer constitutes personal data and does notreasonably identify Customer or an individual.Any use of Customer Content for broader model training or shared model improvement requiresCustomer's prior express written opt-in.
9.7 AI transparency and technical markings. Neura may provide notices, metadata, labels,watermarks, provenance information, or machine-readable markings to support compliance withapplicable AI-transparency requirements. Customer and Authorized Users must not remove, conceal,disable, or circumvent legally required transparency notices or technical markings. Customer isresponsible for making any disclosures or labels required for Customer's publication, distribution, orprofessional use of Output, including disclosures relating to deep fakes, AI-generated public-interestcontent, or interaction with an AI system. Nothing in this Section transfers to Customer any legalobligation that applies directly to Neura as the provider of an AI system.

10. Customer Content

10.1 Customer ownership. As between the parties, Customer retains its rights in Customer Content.
10.2 Limited license to Neura. Customer grants Neura and its authorized subprocessors a limited,non-exclusive right to host, store, reproduce, transmit, display, modify for technical formatting, andotherwise process Customer Content only as necessary to provide, secure, support, and maintain theServices, comply with Customer instructions, improve reliability and functionality as permitted bySections 9.6 and 10.5, and meet legal obligations, in each case in accordance with the Agreement.
10.3 Customer assurances. Customer represents that it has the rights and authority necessary toprovide Customer Content and grant the rights in this Section, and that Customer Content andCustomer's instructions do not violate applicable law or third-party rights.
10.4 Removal or restriction. Neura may remove, restrict, or disable access to Customer Contentwhere reasonably necessary to comply with law, protect rights or security, prevent harm, or address amaterial breach. Where legally permitted and reasonably practicable, Neura will notify Customer.
10.5 Aggregated and anonymous information. Neura may generate and use aggregated statisticsand information that has been anonymized so that it no longer constitutes personal data and does notreasonably identify Customer or an individual. Pseudonymized information remains subject toapplicable data-protection requirements and, where relevant, the DPA.

11. Intellectual Property and Output Rights

11.1 Neura Materials. Neura and its licensors retain all rights in the Neura Materials and allimprovements, modifications, and derivative developments of the Services. Except for the limited rightto use the Services under Section 4, no rights in Neura Materials are transferred to Customer.
11.2 Permitted use of Output. Subject to applicable law, third-party rights, and payment of applicablefees, Customer may use Output generated specifically for Customer for lawful business purposes.
11.3 Rights of use in Output. To the extent Neura owns or controls transferable rights or rights of usein particular Output, Neura grants Customer a worldwide, perpetual, irrevocable, royalty-free,transferable, and sublicensable right to use, reproduce, modify, adapt, distribute, display, perform, andcommercialize that Output. This grant does not transfer rights in Neura Materials, trademarks, Documentation, model components, templates, or third-party materials that may be referenced in ormade available with Output.
11.4 No uniqueness or protectability guarantee. Because of the nature of AI systems, Output maynot be unique and may not qualify for copyright, patent, trade-secret, trademark, or other protection.Neura does not guarantee that Output is protectable or free from third-party claims.
11.5 Feedback. If Customer or an Authorized User provides suggestions, ideas, evaluation results, orother feedback about the Services ("Feedback"), Customer grants Neura a worldwide, perpetual,irrevocable, royalty-free right to use and incorporate Feedback without restriction. Neura will not publiclyidentify Customer as the source without permission, and Confidential Information contained inFeedback remains subject to Section 13.

12. Integrations and Third-Party Services

12.1 Customer-enabled integrations. Customer may choose to connect third-party services. Byenabling an integration, Customer authorizes Neura to access and exchange information with thatservice within the permissions granted by Customer.
12.2 Third-party terms. Third-party services are governed by their own terms and privacy practices.Customer is responsible for maintaining required third-party accounts, licenses, permissions, andconfigurations.
12.3 Dependencies. Neura does not control third-party services and may modify, replace, ordiscontinue an integration if the third-party provider changes or withdraws access, if security or legalconcerns arise, or if continued operation is no longer reasonably feasible. Neura will use reasonableefforts to notify affected customers of material changes.
12.4 Open-source and third-party components. Certain components may be subject to open-sourceor third-party license terms. Those terms govern the relevant components to the extent required by theapplicable license.

13. Confidentiality

13.1 Confidential Information. "Confidential Information" means non-public information disclosed by oron behalf of a party that is marked confidential or that a reasonable business person would understandto be confidential given its nature and the circumstances. Customer Content is Customer ConfidentialInformation. Non-public product, security, technical, pricing, roadmap, and Beta Feature information isNeura Confidential Information.
13.2 Protection and use. The receiving party will use the disclosing party's Confidential Informationonly to perform or exercise rights under the Agreement, protect it using at least reasonable care, anddisclose it only to personnel, professional advisers, affiliates, and contractors who need to know it andare bound by confidentiality obligations.
13.3 Exclusions. Confidential Information does not include information that the receiving party candemonstrate: (a) is or becomes public without breach; (b) was lawfully known without confidentialityduty; (c) is received lawfully from a third party without confidentiality duty; or (d) is independentlydeveloped without use of the Confidential Information.
13.4 Required disclosure. The receiving party may disclose Confidential Information where requiredby law or binding authority, provided it gives advance notice where legally permitted and reasonablyassists the disclosing party in seeking protective treatment.
13.5 Duration. The confidentiality obligations in this Section continue during the Agreement and for fiveyears after its termination. Obligations relating to trade secrets continue for as long as the relevantinformation remains a trade secret under applicable law. Obligations relating to credentials,authentication secrets, security architecture, vulnerability information, Customer Content, and personaldata continue for as long as the receiving party retains or can access that information and, for personaldata, for as long as required by applicable law.
13.6 Interim and injunctive relief. Unauthorized use or disclosure may cause harm that cannot beadequately remedied by damages alone. Each party may seek appropriate interim or injunctive relief, inaddition to other remedies available under applicable law.

14. Data Protection and Security

14.1 Privacy Policy. Neura processes personal data as described in its Privacy Policy, available on theNeura website.
14.2 Processor activities. Neura will not commence processing personal data on Customer's behalf asa processor unless an applicable DPA is in place. Where Customer enters into the Agreement throughan online or self-service process, Neura's then-current DPA made available during registration,checkout, or account activation is incorporated into the Agreement when Neura acts as a processor.The DPA governs the subject matter and duration of processing, the nature and purposes ofprocessing, the types of personal data, categories of data subjects, security measures, subprocessors,international transfers, assistance, audits, incident notification, and return or deletion of personal data.
14.3 Customer obligations. Customer is responsible for determining the lawfulness of its processing,providing required notices, obtaining required permissions, configuring access rights, responding todata-subject requests as controller, and ensuring that its instructions to Neura comply with applicablelaw.
14.4 Security program. Neura maintains a risk-based information-security program and implementsappropriate technical and organizational measures designed to protect Customer Content and personaldata against unauthorized access, disclosure, alteration, loss, or destruction. The program is designedto address relevant risks associated with access control, authentication, system operations, softwaredevelopment, vulnerability management, logging and monitoring, incident response, businesscontinuity, personnel security, and service-provider risk. No online service can guarantee absolutesecurity.
14.5 Security Schedule and specific commitments. Specific binding control commitments,certifications, audit rights, service-specific recovery objectives, or customer-specific securityrequirements apply only where stated in an applicable Security Schedule or Order Form. Customermust review the applicable security documentation and determine whether the Services are suitable forits intended use before submitting regulated or highly sensitive data.
14.6 Security Incident response and notification. Neura will maintain procedures designed toidentify, investigate, contain, mitigate, remediate, and document Security Incidents. Neura will notifyCustomer without undue delay after becoming aware of a Security Incident that materially affects theconfidentiality, integrity, or availability of Customer Content or the Services provided to Customer.Where the Security Incident constitutes a Personal Data Breach involving personal data processed byNeura on Customer's behalf, notification and cooperation will be governed by the DPA and applicabledata protection law. To the extent known at the relevant time, Neura's notification will include:
- the nature of the Security Incident;
- the affected systems and categories of data;
- the known or reasonably anticipated consequences;
- the measures taken or proposed to contain, investigate, and mitigate the Security Incident; and
- a contact point for further information.
Neura may provide information in phases as its investigation progresses. A notification does notconstitute an admission of fault or liability. Neura may delay or limit a notification only where and to theextent required by law, a competent authority, or a legitimate law-enforcement restriction.
14.7 Incident cooperation and remediation. Each party will reasonably cooperate with the other ininvestigating and responding to a Security Incident to the extent relevant to that party's systems,responsibilities, and legal obligations. Customer will not knowingly make public statements identifyingNeura as responsible for an incident before the material facts are reasonably established. Thisrestriction does not apply to disclosures required by law, protected whistleblower disclosures, good-faithreports to regulators or law-enforcement authorities, or urgent communications reasonably necessary to reduce a material risk. Nothing in this Section restricts either party from making legally required orlegally protected notifications or taking urgent protective measures.
14.8 Business continuity and backups. Neura maintains business-continuity, backup, and recoverymeasures appropriate to the nature of the Services and the risks identified by Neura. These measuresare designed to support reasonable restoration following a material disruption. No customer-specificrecovery time objective, recovery point objective, or guaranteed restoration period applies unlessexpressly stated in an Order Form or Security Schedule. Customer remains responsible for maintainingindependent copies of information it is legally or operationally required to retain.
14.9 Vulnerability disclosure and security testing. Customer and Authorized Users must not performpenetration testing, vulnerability scanning, load testing, or other security testing against the Serviceswithout Neura's prior written authorization or in accordance with a vulnerability-disclosure policypublished by Neura. Security vulnerabilities should be reported confidentially to security@neura.space.A reporter must not access more data than reasonably necessary to demonstrate the vulnerability,disrupt the Services, retain Customer Content, publicly disclose the vulnerability before Neura has hada reasonable opportunity to investigate and remediate it, or demand payment as a condition of nondisclosure. This does not restrict a disclosure required by law or otherwise legally protected.
14.10 Subprocessors. Neura may use subprocessors in accordance with the DPA. A currentsubprocessor list may be made available through a dedicated page or upon request.
14.11 International transfers. International transfers of personal data processed by Neura onCustomer's behalf are governed by the DPA and applicable data-protection law, including any requiredadequacy decision, standard contractual clauses, supplementary measures, or other valid transfermechanism.
14.12 Regulated and highly sensitive workloads. Unless an Order Form expressly states otherwise,Neura does not represent that the Services satisfy sector-specific outsourcing, hosting, recordkeeping,audit, resilience, or certification requirements applicable to financial services, healthcare, payment-carddata, classified information, government systems, critical infrastructure, or other specially regulatedworkloads. Customer must not use the Services for such workloads unless Neura has expresslyconfirmed the supported use in writing and the parties have entered into any required additionalagreement. This Section does not limit legal obligations that apply directly to Neura under mandatorylaw.

15. Fees, Invoicing, and Taxes

15.1 Fees. Fees, usage charges, billing cycles, included limits, and payment terms are stated in theapplicable Order Form or checkout process. Some Services or Beta Features may be offered withoutcharge.
15.2 Invoices and payment. Unless an Order Form states otherwise, invoiced amounts are due within14 days after the invoice date. Customer must pay undisputed amounts without deduction orwithholding, except where required by law.
15.3 Taxes. Fees are exclusive of value-added tax and similar transaction taxes. Customer isresponsible for applicable taxes, except taxes based on Neura's net income.
15.4 Late payment. Overdue undisputed amounts may accrue statutory default interest and recoverycosts. Neura may suspend paid Services for material payment default after giving reasonable noticeand an opportunity to cure.
15.5 Set-off and retention. Customer may set off claims or exercise rights of retention only to theextent its counterclaims are undisputed, have been finally adjudicated, or arise from the samecontractual relationship.
15.6 Price changes. Neura may change prices for future Subscription Terms by giving at least 30 days'notice. A price change does not apply during a prepaid fixed Subscription Term unless the Order Formpermits it or the change results from a change in taxes, law, or Customer-requested scope. Customermay cancel an affected renewal before the new price takes effect.
15.7 Refunds. Fees are non-refundable except where the Agreement expressly provides a refund ormandatory law requires one.

16. Term, Renewal, Suspension, and Termination

16.1 Term of these Terms. These Terms begin when Customer first accepts them and continue whileCustomer has access to the Services or an active Order Form.
16.2 Paid Subscription Terms. Each paid Subscription Term is stated in the applicable Order Form orcheckout. Renewal rules are those stated in the Order Form or checkout. If no automatic renewal isstated, the paid Subscription Term does not renew automatically.
16.3 Customer cancellation. Customer may cancel a free account at any time. Customer may cancelrenewal of a paid subscription as described in the applicable plan, Order Form, or account settings.Unless otherwise agreed, cancellation takes effect at the end of the current paid Subscription Term,subject to any mandatory switching or termination right under applicable law.
16.4 Suspension. Neura may suspend access to all or part of the Services where reasonablynecessary to address a security risk, suspected unlawful use, a material breach, material paymentdefault, harm to users or systems, a binding legal request, or a third-party dependency. Neura will seekto limit the suspension to the affected scope and, where reasonably possible and legally permitted, giveadvance notice and an opportunity to cure.
16.5 Termination for cause. Either party may terminate the affected Agreement for a material breach ifthe breach is not cured within 14 days after notice. No cure period is required where the breach cannotbe cured, continued performance would be unlawful or unsafe, or immediate termination is justifiedunder applicable law.
16.6 Insolvency. Either party may terminate as permitted by applicable insolvency law if the other partyceases business, enters liquidation, or becomes subject to insolvency proceedings that are notdismissed within a reasonable period.16.7 Discontinuation. Neura may discontinue a Service for business, legal, security, or technicalreasons. For paid Services, Neura will provide reasonable advance notice where practicable and eitheroffer a substantially equivalent replacement or refund prepaid fees for the unused affected period.

17. Effects of Termination, Data Return, and Switching

17.1 End of access. When the Agreement or an affected Service ends, Customer's right to access anduse that Service ends, except for an agreed export, retrieval, or switching period.
17.2 Amounts due. Termination does not relieve Customer of payment obligations accrued before theeffective termination date. If Customer terminates for Neura's uncured material breach, Neura willrefund prepaid fees for the unused affected period.
17.3 Data export and switching request. During the term and, unless an Order Form, DPA, ormandatory law requires a longer period, for 30 calendar days after termination, Customer may requestan export of Customer Content and other Exportable Data relating to Customer's use of the Services.Where Chapter VI of Regulation (EU) 2023/2854 or another mandatory switching law applies, Customermay notify Neura that it wishes to switch to another provider of data processing services, move tocustomer-controlled infrastructure, or erase its Exportable Data. The maximum notice period forinitiating the switching process will not exceed two months where that rule applies.
17.4 Transition period, continuity, and termination. Where mandatory switching law applies, Neurawill support a transitional period of up to 30 calendar days after the applicable notice period and willtake legally required measures to maintain a high level of security and reasonable continuity during theswitching process. If completing the switching process within 30 calendar days is technically unfeasible,Neura will notify Customer within the legally required period, explain the technical reasons, and identifyan alternative transitional period that will not exceed the maximum permitted by law. The affectedService will be considered terminated when the switching process is successfully completed or, whereCustomer requests erasure instead of switching, at the end of the applicable notice period, subject tomandatory law and accrued payment obligations.
17.5 Export categories, format, and exclusions. To the extent reasonably available and required byapplicable law, Neura will make the following categories portable in a structured, commonly used, andmachine-readable format: Customer Content; stored Output; customer-generated workspace,configuration, and workflow data; relevant account and permission data; integration configurationsupplied by Customer; and relevant input, output, and usage-generated metadata constitutingExportable Data. Neura may exclude Neura Materials, source code, models, model weights, algorithms,system prompts, internal security and abuse signals, provider-internal operational data, data relating toother customers, information protected by third-party rights, and Neura trade secrets, except to theextent applicable law requires otherwise. Customer is responsible for the security, configuration,compatibility, and operation of the destination service or infrastructure.
17.6 Retrieval period and deletion. Where mandatory switching law applies, Neura will makeExportable Data available for retrieval for at least 30 calendar days after the applicable transitionalperiod, unless a longer period is agreed or required by law. In other cases, Customer may retrieve anagreed export during the period stated in Section 17.3. After the applicable retrieval period and, whererelevant, successful completion of the switching or erasure process, Neura may delete or anonymizeCustomer Content and Exportable Data in accordance with the DPA, backup cycles, legal-retentionrequirements, and applicable law.
17.7 Switching charges. Neura may impose switching or data-egress charges only to the extentpermitted by applicable law and only if disclosed in advance. From 12 January 2027, Neura will notimpose switching charges for operations that Article 29 of Regulation (EU) 2023/2854 requires to beprovided without charge. This does not prevent Neura from charging for separately requestedprofessional services, custom development, or third-party costs that fall outside mandatory switchingassistance, provided those charges are disclosed in advance and permitted by law.17.8 Survival. Sections concerning payment obligations, ownership, Output rights already granted,confidentiality, liability, third-party claims, governing law, data protection, security, and any provisionsthat by their nature should survive will continue after termination.
17.8 Survival. Sections concerning payment obligations, ownership, Output rights already granted,confidentiality, liability, third-party claims, governing law, data protection, security, and any provisionsthat by their nature should survive will continue after termination.

18. Service Quality, Defects, and Disclaimers

18.1 Authority. Each party represents that it has authority to enter into the Agreement.
18.2 Paid Services. Neura will provide paid Services with reasonable care and skill and will usereasonable efforts to ensure that they substantially conform to the applicable Documentation during theSubscription Term.
18.3 Defect reporting and remedy. Customer must report reproducible material defects without unduedelay and provide information reasonably needed to investigate. Neura will use reasonable efforts tocorrect the defect or provide a reasonable workaround. If Neura cannot remedy a material defect withina reasonable period, Customer may exercise the statutory remedies available under applicable law,subject to the liability provisions below.
18.4 No guarantee of uninterrupted operation. Except as expressly stated in the Agreement, Neuradoes not guarantee that the Services will be uninterrupted, error-free, available at all times, compatiblewith every system, or produce a particular business outcome.
18.5 AI and third-party limitations. Neura does not warrant the accuracy, completeness, uniqueness,legality, or fitness of Output, or the continued availability or performance of third-party services andintegrations.
18.6 Beta and free Services. Beta Features and Services provided without charge are made availablewith the functionality and availability Neura can reasonably provide at the relevant stage. Any statutoryliability and defect rights that cannot lawfully be excluded remain unaffected.

19. Liability

19.1 Unlimited liability. Neura is liable without limitation for damage caused intentionally or by grossnegligence; for injury to life, body, or health; under the German Product Liability Act; in cases of fraudulent concealment; where Neura has expressly assumed a guarantee; and in any other casewhere liability cannot lawfully be limited, including mandatory data-protection liability.
19.2 Slight negligence. For slight negligence, Neura is liable only for breach of a material contractualobligation. A material contractual obligation is one whose performance is essential to properperformance of the Agreement and on whose performance Customer may regularly rely. In such cases,liability is limited to damage that was foreseeable and typical for this type of Agreement when theAgreement was concluded.
19.3 Other cases. In all other cases, Neura's liability for slight negligence is excluded.
19.4 Initial defects. To the extent legally permitted, any no-fault liability for defects already existingwhen a continuing-use contract is concluded, including liability under Section 536a(1), first alternative,BGB, is excluded.
19.5 Representatives. The limitations in this Section also apply to claims against Neura's directors,employees, representatives, agents, and subcontractors.
19.6 Contributory fault. Statutory rules concerning contributory negligence and Customer's duty tomitigate loss remain unaffected.
19.7 Agreed liability caps. If an Order Form or separately negotiated agreement states an aggregateliability cap, that cap applies only to the claims and periods it expressly covers and does not apply to theunlimited-liability cases in Section 19.1 or where mandatory law prohibits the cap.

20. Responsibility for Third-Party Claims

20.1 Customer responsibility. To the extent Customer is responsible, Customer will indemnify Neuraagainst reasonable losses, liabilities, damages, and external legal costs arising from a third-party claimalleging that Customer Content, Customer's instructions, or Customer's use of the Services violatesapplicable law or third-party rights, or results from Customer's material breach of Sections 7 or 8.
20.2 Exclusions. Customer has no obligation under this Section to the extent a claim is caused byNeura's unauthorized modification of Customer Content, Neura's breach of the Agreement, or use ofCustomer Content outside the rights granted by Customer.
20.3 Procedure. Neura will notify Customer without undue delay of an indemnified claim, providereasonable cooperation at Customer's cost, and allow Customer to participate in the defense. Customermay not settle a claim in a way that admits fault by Neura, imposes non-monetary obligations on Neura,or fails to fully release Neura without Neura's prior consent, which will not be unreasonably withheld.

21. Compliance, Export Controls, and AI Governance

21.1 General compliance. Each party will comply with laws applicable to its performance under theAgreement, including anti-bribery, sanctions, export-control, and trade-compliance laws.
21.2 Restricted persons and locations. Customer must not provide access to the Services to aperson or in a location where doing so would violate applicable sanctions or export-control restrictions.
21.3 AI governance. Customer is responsible for assessing the context in which it deploys the Servicesand for implementing any required risk management, documentation, transparency, human oversight,worker information, impact assessment, recordkeeping, and governance measures.
21.4 Rebranding and substantial modification. Customer must not place its name or trademark onthe Services, make a substantial modification, or change the intended purpose in a way that couldcause Customer to become the provider of a high-risk AI system without Neura's prior writtenagreement and a separate allocation of compliance responsibilities.
21.5 Cooperation. Where reasonably necessary for lawful use of the Services, each party will providethe other with information and cooperation that it is legally permitted to provide, subject toconfidentiality, security, intellectual-property, and data-protection restrictions.
21.6 Direct legal obligations. Nothing in the Agreement transfers, excludes, or limits a mandatorylegal obligation that applies directly to either party as a provider, deployer, manufacturer, importer, distributor, controller, processor, essential or important entity, regulated financial entity, or otherregulated actor. Each party remains responsible for determining and meeting the obligations that applydirectly to its own role, operations, and use of the Services.

22. Changes to These Terms

22.1 Reasons for changes. Neura may update these Terms where reasonably necessary to reflectchanges in law, regulation, security requirements, technology, third-party dependencies, or theServices, or to improve clarity or address new risks.
22.2 Notice. Neura will give reasonable advance notice of material changes, normally at least 30 days,through the Services, by email, or by another durable electronic notice. Material changes will not applyretroactively.
22.3 Paid fixed terms. A material change that significantly disadvantages Customer will normally takeeffect for a paid fixed Subscription Term only at renewal, unless earlier application is required by law,binding authority, urgent security needs, or to prevent material harm.
22.4 Customer option. If a material change significantly disadvantages Customer and applies beforerenewal, Customer may terminate the affected Services before the change takes effect and receive apro-rata refund of prepaid fees for the unused affected period.
22.5 Express acceptance. Where applicable law requires Customer's express agreement to a change,the change will take effect only after that agreement is obtained.

23. Force Majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by eventsbeyond its reasonable control that could not reasonably have been prevented or overcome, includingnatural disasters, war, terrorism, civil disturbance, government action, widespread telecommunicationsor power failure, labor disputes, epidemics, major cloud or infrastructure outages, or seriouscyberattacks not caused by that party's failure to use reasonable security measures. The affected partywill take reasonable steps to mitigate the impact and resume performance. Force majeure does notrelieve either party from confidentiality, data-protection, Security Incident notification, or mitigationobligations to the extent those obligations can still reasonably and lawfully be performed. If the eventcontinues for more than 60 days and materially prevents use of the affected paid Services, either partymay terminate those Services on notice; Neura will refund prepaid fees for the unused affected period.

24. Notices and Electronic Communications

24.1 Electronic communications. Customer agrees to receive contractual, account, security, billing,and operational communications electronically. Customer must keep its account email and contactdetails current.
24.2 Notices to Customer. Neura may send notices to the email address associated with Customer'saccount, through the Services, or to the contact specified in an Order Form.
24.3 Notices to Neura. Unless mandatory law or an Order Form requires a stricter form, contractualand legal notices may be sent in text form to info@neura.space. Privacy and data-protection requestsshould be sent to privacy@neura.space. Security Incident reports and vulnerability disclosures shouldbe sent to security@neura.space. A notice of termination must identify the Customer account, theaffected Services, and the requested effective date.
24.4 Marketing. Marketing communications are separate from service communications and are sentonly as permitted by applicable law. Customer may opt out of marketing without affecting necessaryservice communications.

25. Assignment and Subcontracting

25.1 Assignment. Neither party may assign the Agreement without the other party's prior consent,which will not be unreasonably withheld. Either party may assign the Agreement on notice to an affiliateor in connection with a merger, corporate reorganization, or sale of substantially all assets relating to the Agreement, provided the assignee assumes the assigning party's obligations and the assignmentdoes not materially reduce the other party's rights.
25.2 Subcontracting. Neura may use affiliates, service providers, and subcontractors to perform theServices. Neura remains responsible for their performance to the extent required by the Agreement.Processing of personal data by subprocessors is governed by the DPA.

26. Governing Law and Jurisdiction

26.1 Governing law. The Agreement is governed by the laws of the Federal Republic of Germany,excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Saleof Goods (CISG).
26.2 Jurisdiction. If Customer is a merchant (Kaufmann), a legal person under public law, or a specialfund under public law, the exclusive place of jurisdiction for disputes arising from or in connection withthe Agreement is Düsseldorf, Germany. In all other cases, the statutory rules on jurisdiction apply.

27. General Provisions

27.1 Entire agreement. The Agreement is the complete agreement between the parties concerning itssubject matter and replaces prior or contemporaneous understandings concerning that subject matter.
27.2 No waiver. A failure or delay in exercising a right is not a waiver. A waiver is effective only for thespecific case and only if declared in text form.
27.3 Severability. If a provision of the Agreement is invalid or unenforceable, the remaining provisionsremain effective. The applicable statutory provision takes the place of the invalid or unenforceableprovision.
27.4 Independent parties. The parties are independent contractors. The Agreement does not create apartnership, joint venture, employment, fiduciary, franchise, or agency relationship.
27.5 No third-party beneficiaries. Except where the Agreement expressly states otherwise, it does notgrant rights to third parties.
27.6 Headings. Headings are for convenience and do not affect interpretation.27.7 Language. The English-language version of these Terms is the contractual version unless anOrder Form expressly provides otherwise. Any translation is provided for convenience, subject tomandatory law.

28. Contact

Questions about these Terms may be sent to:
Neura Space GmbH
Kö-Bogen, Königsallee 2b
40212 Düsseldorf
Germany
General and contractual contact:

Privacy contact:

Security and vulnerability contact:

Website:

By accepting these Terms, Customer confirms that it has read, understood, and agrees to be boundby them.