Customer Terms of Service

Effective date: October 6, 2026 · Version 1.0

These Customer Terms of Service (these "Terms") are entered into between Neev Technologies, Inc., a Delaware corporation with its registered office at 262 Chapman Rd, Ste 240, Newark, Delaware 19702 ("NeevAI"), and the customer identified in an Order ("Customer"). NeevAI and Customer are each a "Party" and together the "Parties".

NeevAI provides the NeevAI Platform, a hosted platform for building, deploying and operating AI agents, together with related professional services. These Terms apply to every Order that references them. Each Order, these Terms and the Data Processing Addendum together form the agreement between the Parties (the "Agreement"). How NeevAI handles personal information it collects for its own purposes is described in the Privacy Policy.

1. Definitions

In these Terms, the following terms have the meanings below. Other capitalized terms are defined where they first appear.

"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting interests of the entity.
"Authorized Users" means Customer's and its Affiliates' employees and contractors whom Customer permits to access the NeevAI portal under Customer's account.
"Customer Content" means all content, data and materials that Customer, its Authorized Users or its End Users provide to or through the Services, including knowledge base sources (such as websites, documents and files), conversations and messages, agent instructions, themes and other configurations to the extent they contain Customer material, and data retrieved from Customer's systems through connectors.
"Documentation" means NeevAI's then-current user guides and help documentation for the Platform, including the help pages available in the NeevAI portal.
"DPA" means NeevAI's Data Processing Addendum published at neevai.io/legal/dpa, in the version that applies to the relevant Order.
"End Users" means visitors and other individuals who interact with Customer's AI agents through NeevAI chat or any other channel Customer deploys.
"Intellectual Property Rights" means patents, copyrights, trade secrets, trademarks, service marks, trade dress, moral rights and all other intellectual property rights anywhere in the world, including registrations and applications for any of them.
"Order" means an order form, statement of work (SOW) or similar ordering document that references these Terms and is signed, including electronically, by both Parties. An Order may describe Subscription Services, Professional Services or both, and the Parties may sign more than one Order.
"Order Term" means the subscription or service period stated in an Order, including any pilot period and any renewal.
"Output" means the responses, content and other material generated by the Platform for Customer or its End Users in response to inputs, excluding the Platform itself.
"Plan" means the subscription plan identified in an Order, with the allowances described in that Order.
"Platform" or "NeevAI Platform" means NeevAI's hosted software for building, deploying and operating AI agents, including the NeevAI portal, NeevAI chat (the chat interface and embeddable chat widget), knowledge bases, connectors, approval cards, analytics and conversation intelligence, related APIs, and all updates to any of them.
"Professional Services" means services NeevAI performs under an Order other than the Subscription Services, such as activation, configuration, connector builds and engineering hours.
"Services" means the Subscription Services and the Professional Services.
"Subscription Services" means access to and use of the Platform under a Plan during an Order Term, together with support under Section 4.
"Usage Data" means data about the operation and use of the Services, such as performance metrics, usage volumes, feature usage and error logs, that is aggregated or de-identified so that it does not identify Customer, any End User or any individual and does not contain Customer Content in identifiable form.

2. Orders and these Terms

2.1 Framework. Each Order sets out the Services Customer is buying, the Plan and its allowances, the fees, the Order Term and its renewal, the support level, and any special terms. Each Order incorporates these Terms and the DPA by reference. Customer does not need to sign these Terms separately.

2.2 Order of precedence. If documents forming part of the Agreement conflict, the following order applies: (a) the DPA, with respect to the processing of Personal Data (as defined in the DPA), except where the DPA itself defers to the Order; (b) the Order, with respect to the Services under that Order only; and (c) these Terms. A special term in an Order overrides these Terms only for that Order. If two Orders conflict (for example, an order form and a statement of work for the same Services), the Order signed later controls for the Services it covers, unless it says otherwise.

2.3 Changes to these Terms. NeevAI may publish a new version of these Terms at neevai.io/legal/terms with a new version number and effective date. The version in effect on the date an Order is signed applies to that Order for its current Order Term. A later version applies to that Order only from the start of its next renewal term that begins after the later version's effective date, unless Customer agrees in writing to apply it sooner. NeevAI will notify Customer by email of a new version at least thirty (30) days before the renewal from which it would apply. If Customer does not want a new version to apply, it may decline to renew under the Order. NeevAI will keep each earlier version of these Terms available on request.

2.4 Other terms. Terms in any purchase order, vendor registration form, invoice or similar document do not apply, even if signed or accepted, unless both Parties expressly agree in a signed writing that they amend the Agreement.

3. Services

3.1 Access to the Platform. Subject to the Agreement and payment of the applicable fees, NeevAI grants Customer a non-exclusive, non-transferable (except under Section 15.4) and non-sublicensable right during each Order Term to: (a) allow its Authorized Users to access and use the Platform; and (b) deploy AI agents built on the Platform to its End Users on Customer's websites and other channels, in each case within the allowances of the applicable Plan and for Customer's own business purposes.

3.2 Professional Services. NeevAI will perform the Professional Services described in each Order. Timelines in an Order depend on Customer providing the inputs, access and feedback described in that Order, and pause while NeevAI waits on Customer.

3.3 Authorized Users. Customer is responsible for its Authorized Users and for their compliance with the Agreement. Customer will keep login credentials confidential and will notify NeevAI promptly if it becomes aware of any unauthorized use of its account.

3.4 Customer responsibilities. Customer is responsible for: (a) the accuracy, quality and legality of Customer Content; (b) having all rights, consents and notices needed for NeevAI to use Customer Content as the Agreement permits, including telling End Users, in Customer's privacy notice or otherwise, that they are interacting with an AI agent and how their information is handled; and (c) the instructions it gives its AI agents and the connectors and actions it enables for them.

3.5 Acceptable use. Customer will not, and will not allow any Authorized User or third party to:

copy, modify, reverse engineer, decompile or disassemble the Platform, or attempt to derive its source code, except to the extent applicable law expressly permits despite this restriction;
sell, resell, rent, sublicense or provide the Platform to third parties as a service bureau, other than by deploying AI agents to its End Users as permitted above;
use the Services to create, upload, store or transmit content that is unlawful, defamatory or harassing, or that infringes or misappropriates the rights of any third party;
introduce malicious code into the Platform, interfere with its integrity or performance, or attempt to gain unauthorized access to it or to bypass or probe its security or usage limits;
use the Services in breach of applicable law, including laws on privacy, consumer protection and electronic communications; or
publish benchmarks or comparative tests of the Platform, or use the Platform to build a competing product.

3.6 Subcontractors and subprocessors. NeevAI may use subcontractors to perform the Services and subprocessors to process data in accordance with the DPA. NeevAI remains responsible for the performance of its subcontractors and subprocessors as if it had performed the Services itself.

3.7 Changes to the Platform. NeevAI may update and improve the Platform from time to time. NeevAI will not make changes that materially reduce the core functionality of the Platform available to Customer under its Plan during the current Order Term.

3.8 Third-party services. Customer may choose to connect its AI agents to third-party systems, such as a CRM, help desk or calendar, through connectors. Customer's use of those third-party systems is governed by Customer's agreements with their providers. NeevAI is responsible for the connectors it provides, but not for the availability, security or acts of third-party systems that NeevAI does not control.

3.9 Suspension. NeevAI may suspend access to the affected part of the Services if: (a) Customer's use poses a material security risk to the Platform or to any third party; (b) Customer materially breaches Section 3.5; or (c) payment is overdue as described in Section 5.6. NeevAI will give advance notice where practicable, will limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved.

4. Support and availability

4.1 Support. NeevAI will provide support at the level stated in the Order. Unless the Order states otherwise, support is provided by email to [email protected] and, where available on Customer's Plan, through in-platform support, from 9:00 AM to 6:00 PM Pacific Time, Monday to Friday, excluding U.S. federal holidays ("Business Hours").

4.2 Initial response times. NeevAI will give an initial response to support requests within the time stated in the Order for Customer's Plan, measured in Business Hours from receipt of the request. An initial response is a reply from a member of NeevAI's team acknowledging the request and, where possible, giving a first assessment or next step. It is not a commitment to resolve the request within that time.

4.3 Scope. Support covers troubleshooting, usage guidance and configuration updates. It does not include custom development, troubleshooting of third-party systems, or on-site services. Custom development is available through engineering hours included in a Plan or purchased under an Order.

4.4 Availability. NeevAI will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for scheduled maintenance (for which NeevAI will give advance notice where practicable), emergency maintenance, and events outside NeevAI's reasonable control. Any service level commitment with credits applies only if an Order states one.

5. Fees and payment

5.1 Fees. Customer will pay the fees set out in each Order. Unless the Order states otherwise, subscription fees are invoiced annually in advance.

5.2 Payment terms. Unless the Order states otherwise, Customer will pay each invoice within thirty (30) days of the invoice date, except that fees the Order states are due at signing are due on signature of that Order. Payments are made in U.S. dollars to the account stated on the invoice.

5.3 Overages and add-ons. Usage above the allowances of Customer's Plan, and add-ons Customer orders, are billed monthly in arrears at the rates stated in the applicable Order or, where the Order does not state a rate, at NeevAI's then-current rates notified to Customer in writing before the usage is incurred.

5.4 Disputed invoices. If Customer disputes an invoice in good faith, it will notify NeevAI in writing with reasonable detail before the payment due date and pay the undisputed portion on time. The Parties will work in good faith to resolve the dispute promptly.

5.5 Late payment. Undisputed amounts not paid when due accrue interest at 1% per month, or the highest rate permitted by law if lower, from the due date until paid.

5.6 Suspension for non-payment. If any undisputed amount is overdue, NeevAI may suspend the Services after giving Customer at least fifteen (15) days' written notice that the amount is overdue, if the amount remains unpaid at the end of that notice period.

5.7 Taxes. Fees exclude taxes. Customer will pay all applicable sales, use, value added, goods and services and similar taxes on the Services, other than taxes on NeevAI's income. If Customer is required by law to withhold any tax, it will gross up its payment so that NeevAI receives the amount it would have received without the withholding, unless the Parties agree otherwise in writing. If Customer claims an exemption, it will provide a valid exemption certificate.

5.8 Expenses. NeevAI bears its own costs of performing the Services. Customer will reimburse expenses only where Customer has approved them in advance in writing and NeevAI provides reasonable supporting documentation.

5.9 Refunds. Prepaid fees are non-refundable, except that NeevAI will refund, within thirty (30) days, a pro-rata portion of prepaid fees for the affected Services covering the period after the effective date of termination where: (a) Customer terminates an Order under Section 6.4(a) for NeevAI's uncured material breach; (b) NeevAI terminates an Order for convenience under Section 6.3, including under Section 12.3(c); or (c) the DPA expressly provides for a refund.

6. Term and termination

6.1 Term of these Terms. These Terms apply from the date the first Order that references them is signed and continue while any Order is in effect.

6.2 Order Term and renewal. Each Order Term, and whether and how it renews, is set out in the Order. Expiry or termination of one Order does not affect any other Order.

6.3 Termination for convenience. Unless the Order states otherwise, either Party may terminate an Order for convenience by giving the other Party at least thirty (30) days' written notice. If Customer terminates for convenience, fees already paid are non-refundable and Customer will pay all fees for Services provided and usage incurred up to the effective date of termination. If NeevAI terminates for convenience, Section 5.9(b) applies.

6.4 Termination for cause. Either Party may terminate an Order by written notice if: (a) the other Party materially breaches the Agreement and does not cure the breach within thirty (30) days after receiving written notice describing it; or (b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver, trustee or similar officer appointed over its business or assets, becomes the subject of any bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days, or ceases to conduct business in the ordinary course.

6.5 Effect of termination. On termination or expiry of an Order: (a) Customer's right to use the affected Services ends and NeevAI will stop performing them; (b) Customer will pay all amounts accrued under that Order up to the effective date, subject to Section 5.9; and (c) each Party will return or destroy the other Party's Confidential Information as described in Section 7.5.

6.6 Data export and deletion. Customer may export Customer Content at any time during the Order Term using the export features of the NeevAI portal. After the Order Term ends, and until Customer Content is deleted under the DPA, NeevAI will on Customer's request make Customer Content for the affected Services available for export in a reasonable machine-readable format that NeevAI makes available. NeevAI deletes Customer Content within the period stated in the DPA, which is thirty (30) days after the end of the Order Term unless the Order states otherwise.

6.7 Survival. Sections 1, 5 (for amounts accrued), 6.5, 6.6, 6.7, 7, 8, 11.5, 12, 13 and 15, and any other provision that by its nature should survive, survive termination or expiry of an Order.

7. Confidentiality

7.1 Confidential Information. "Confidential Information" means non-public information in any form that one Party (the "Disclosing Party") or its Representatives disclose to the other Party (the "Receiving Party") or its Representatives in connection with the Agreement, and that is marked as confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure. Customer Content is Customer's Confidential Information. The non-public parts of the Platform and the Documentation, and the pricing and special terms of each Order, are NeevAI's Confidential Information.

7.2 Restrictions. The Receiving Party will: (a) use Confidential Information only to exercise its rights and perform its obligations under the Agreement; (b) disclose it only to its and its Affiliates' employees, contractors, subprocessors, professional advisors and agents ("Representatives") who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as this Section 7; (c) protect it with at least the care it uses for its own information of a similar nature, and no less than reasonable care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of which it becomes aware. Each Party is responsible for any breach of this Section 7 by its Representatives.

7.3 Exclusions. Confidential Information does not include information that the Receiving Party can show: (a) is or becomes public through no fault of the Receiving Party or its Representatives; (b) was rightfully received from a third party without a duty of confidentiality; (c) was already known to the Receiving Party without a duty of confidentiality before disclosure; or (d) was independently developed without use of or reference to the Disclosing Party's Confidential Information.

7.4 Required disclosure. If the Receiving Party is legally required to disclose Confidential Information, it will, where legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party's expense, so the Disclosing Party can seek a protective order or other remedy, and will disclose only what is legally required.

7.5 Return and destruction. Within thirty (30) days of a written request from the Disclosing Party, or of the end of the last Order Term, the Receiving Party will return or destroy the Disclosing Party's Confidential Information and, on request, confirm this in writing. The Receiving Party may retain copies required by law or held in routine backups until they are deleted in the ordinary course, and those copies remain subject to this Section 7. Customer Content is returned and deleted as described in Section 6.6 and the DPA.

7.6 Duration. The obligations in this Section 7 continue while any Order is in effect and for three (3) years after the last one ends, and, for trade secrets and Customer Content, for as long as they remain trade secrets or are held by the Receiving Party.

7.7 Equitable relief. A breach of this Section 7 may cause the Disclosing Party irreparable harm for which damages would not be an adequate remedy. The Disclosing Party may seek injunctive or other equitable relief for an actual or threatened breach, in addition to any other remedy, without having to post a bond.

8. Intellectual property

8.1 NeevAI's property. NeevAI and its licensors own all right, title and interest, including all Intellectual Property Rights, in and to the Platform, the Documentation, all improvements and modifications to them, all software, models, templates, tools and know-how that NeevAI owned before the first Order or develops independently of the Agreement ("Background IP"), and Usage Data. Nothing in the Agreement transfers any of these to Customer.

8.2 Customer's property. Customer owns all right, title and interest in and to Customer Content. As between the Parties, and to the extent NeevAI has any rights in it, Customer owns the Output generated for Customer and its End Users, and NeevAI assigns to Customer any rights it may have in that Output.

8.3 Use of Customer Content. Customer grants NeevAI a non-exclusive, worldwide, royalty-free license during each Order Term, and for any period after it during which NeevAI holds Customer Content under Section 6.6 and the DPA, to host, copy, process, transmit and display Customer Content only as needed to provide, maintain, secure and support the Services, to prevent or address technical or security problems, as Customer instructs, and as required by law. NeevAI will not use Customer Content for any other purpose.

8.4 No training on Customer Content. NeevAI does not use Customer Content or Output to train, fine-tune or otherwise improve any artificial intelligence or machine learning model, whether NeevAI's or a third party's.

8.5 Usage Data. NeevAI may collect and use Usage Data to operate, secure, support and improve the Services and for its other business purposes, provided that NeevAI does not disclose Usage Data in a form that identifies Customer, any End User or any individual.

8.6 Deliverables, connectors and code. Unless an Order expressly states otherwise, connectors, integrations, code, templates and other materials that NeevAI builds or delivers under an Order ("Deliverables"), other than Customer Content contained in them, are owned by NeevAI and form part of its Background IP. NeevAI grants Customer a non-exclusive, non-transferable license to use the Deliverables with the Services during the applicable Order Term. Written materials provided to Customer for its own use, such as handoff guides and training materials, may be retained and used internally by Customer after the Order Term ends.

8.7 Feedback. If Customer or its Authorized Users give NeevAI suggestions or feedback about the Services, NeevAI may use them without restriction or obligation, provided NeevAI does not identify Customer as their source without Customer's consent.

8.8 Reservation of rights. Each Party reserves all rights not expressly granted in the Agreement.

9. AI features

9.1 Third-party AI models. AI agent responses on the Platform are generated by OpenAI's GPT family of models, accessed through Microsoft Azure OpenAI Service, which is also used to analyze conversations for Customer's analytics. The providers NeevAI uses for these purposes are listed as subprocessors in the DPA. NeevAI sends to those providers only the Customer Content needed to perform the relevant function, such as the conversation and the knowledge base passages relevant to a question.

9.2 No training by AI providers. Customer Content is not used to train models by NeevAI or by the model provider. NeevAI engages its AI model providers under terms that do not permit them to use Customer Content to train their models. Microsoft may retain prompts and responses for up to thirty (30) days solely to monitor for abuse of its service, and does not use them to train models.

9.3 Nature of Output. Output is generated automatically and may be inaccurate, incomplete, out of date or not unique to Customer. Customer is responsible for reviewing Output as appropriate for its use, for the content of the knowledge base sources and instructions it gives its AI agents, and for any decision or action it takes based on Output.

9.4 Actions and approval cards. Where Customer enables an AI agent to take actions in a connected system, such as booking a meeting or filing a ticket, Customer is responsible for the actions it configures and for actions that it or its End Users approve. The Platform offers approval cards, which ask for confirmation before an action runs, and NeevAI recommends that Customer use them for actions that change data in its systems.

9.5 Provider terms. NeevAI will comply with the terms of service that apply to its use of third-party AI models in providing the Services.

10. Data protection and security

10.1 Data Processing Addendum. To the extent NeevAI processes Personal Data on Customer's behalf, the DPA applies and is incorporated into the Agreement by each Order.

10.2 Hosting. NeevAI hosts the Platform on Amazon Web Services in the United States (us-west-2 region), with its database on Amazon RDS for PostgreSQL in the same region. Some subprocessors listed in the DPA process data in other locations as described there.

10.3 Security. NeevAI will maintain the technical and organizational security measures described in Annex II of the DPA.

10.4 Sensitive data. The Services are not designed to process special categories of personal data, payment card data, government identification numbers, health information or similar sensitive information. Customer will not instruct its AI agents or forms to collect such information unless the Parties agree otherwise in an Order.

11. Warranties

11.1 Mutual. Each Party warrants that it has full power and authority to enter into and perform the Agreement, and that it will comply with all laws that apply to it in performing the Agreement.

11.2 NeevAI. NeevAI warrants that: (a) it will perform the Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards; (b) during each Order Term, the Platform will perform materially in accordance with the Documentation; and (c) it will use industry-standard measures designed to prevent malicious code from being introduced into the Platform.

11.3 Remedy. If Customer notifies NeevAI in writing of a breach of Section 11.2(a) or 11.2(b), with enough detail for NeevAI to reproduce the problem, NeevAI will correct the non-conformity or re-perform the affected Professional Services. If NeevAI does not do so within thirty (30) days of Customer's notice, Customer may terminate the affected Order under Section 6.4(a) and Section 5.9(a) applies. This Section 11.3 states Customer's sole remedy, and NeevAI's entire liability, for breach of those warranties.

11.4 Customer. Customer warrants that it has all rights, consents and permissions needed to provide Customer Content to NeevAI and to allow NeevAI to use it as the Agreement permits, and that Customer Content and Customer's use of the Services will not infringe the rights of any third party or breach applicable law.

11.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, OUTPUT AND DELIVERABLES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NEEVAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE, OR THAT IT IS RESPONSIBLE FOR THIRD-PARTY SYSTEMS THAT CUSTOMER CONNECTS TO THE PLATFORM.

12. Indemnification

12.1 By NeevAI. NeevAI will defend Customer and its Affiliates, and their officers, directors and employees, against any third-party claim alleging that the Platform or the Deliverables, as provided by NeevAI and used in accordance with the Agreement, infringe or misappropriate that third party's Intellectual Property Rights, and will pay any damages, costs and reasonable attorneys' fees finally awarded against them or agreed in a settlement approved by NeevAI.

12.2 Exclusions. NeevAI has no obligation under Section 12.1 for a claim to the extent it arises from: (a) Customer Content, or Output to the extent it reproduces Customer Content; (b) modification of the Platform or Deliverables by anyone other than NeevAI or its subcontractors; (c) combination of the Platform or Deliverables with products, services, data or processes not provided by NeevAI, where the claim would not have arisen without the combination; (d) use of the Platform other than in accordance with the Agreement and the Documentation; or (e) third-party systems that Customer connects to the Platform.

12.3 Remedies. If the Platform or a Deliverable is, or in NeevAI's reasonable opinion is likely to be, the subject of an infringement claim, NeevAI may at its option and expense: (a) procure for Customer the right to continue using it; (b) modify or replace it so that it is non-infringing without materially reducing its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services, in which case Section 5.9(b) applies.

12.4 By Customer. Customer will defend NeevAI and its Affiliates, and their officers, directors and employees, against any third-party claim arising from: (a) Customer Content, including a claim that Customer Content infringes or misappropriates a third party's rights or was provided in breach of law; or (b) Customer's or its Authorized Users' use of the Services in breach of the Agreement, including Section 3.5, or of applicable law, and will pay any damages, costs and reasonable attorneys' fees finally awarded against them or agreed in a settlement approved by Customer.

12.5 Procedure. The indemnified Party will: (a) give the indemnifying Party prompt written notice of the claim, although a delay in notice relieves the indemnifying Party of its obligations only to the extent the delay prejudices it; (b) give the indemnifying Party sole control of the defense and settlement of the claim, provided that the indemnifying Party may not settle a claim in a way that imposes an obligation on or admits fault by the indemnified Party without its written consent, which will not be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defense with its own counsel at its own expense.

12.6 Exclusive remedy. This Section 12 states each Party's entire liability, and the other Party's exclusive remedy, for third-party claims of infringement or misappropriation of Intellectual Property Rights.

13. Limitation of liability

13.1 Exclusion of indirect damages. EXCEPT FOR THE EXCLUSIONS IN SECTION 13.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap. EXCEPT FOR THE EXCLUSIONS IN SECTION 13.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING ALL ORDER FORMS AND THE DPA, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exclusions. The limitations in Sections 13.1 and 13.2 do not apply to: (a) a Party's obligations under Section 12; (b) a Party's breach of Section 7, except as provided in Section 13.4; (c) a Party's gross negligence, willful misconduct or fraud; or (d) Customer's obligation to pay fees due under the Agreement.

13.4 Data protection claims. Liability arising from a Security Breach (as defined in the DPA), from the processing of Personal Data, or from breach of the DPA, including where that liability could also be characterized as a breach of Section 7, is subject to the cap in Section 13.2, unless it results from a Party's gross negligence, willful misconduct or fraud.

13.5 Basis of the bargain. The Parties agree that the limitations in this Section 13 are a reasonable allocation of risk and form an essential basis of the bargain between them. They apply to the fullest extent permitted by law.

14. Insurance

Each Party is responsible for maintaining the insurance it considers appropriate for its own business.

15. General

15.1 Publicity. Neither Party will issue a press release or other public announcement about the Agreement, or use the other Party's logo, without the other Party's prior written consent. NeevAI may include Customer's name in lists of its customers, unless Customer asks it not to by written notice, in which case NeevAI will stop doing so within a reasonable time.

15.2 Compliance with laws. Each Party will comply with all laws and regulations that apply to it in performing the Agreement.

15.3 Export. Each Party will comply with applicable U.S. and other export control and sanctions laws. Customer will not allow access to the Services from a country or by a person that is subject to U.S. embargo or sanctions. Each Party confirms that it is not named on any U.S. government list of restricted parties.

15.4 Assignment. Neither Party may assign or transfer the Agreement without the other Party's prior written consent, which will not be unreasonably withheld, except that either Party may assign the Agreement in full, without consent and on written notice, to a successor in a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets to which the Agreement relates, provided the successor agrees in writing to be bound by the Agreement. Any other attempted assignment is void. The Agreement binds and benefits the Parties and their permitted successors and assigns.

15.5 Independent contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between them. NeevAI is responsible for the compensation, benefits and taxes of its own personnel.

15.6 Force majeure. Neither Party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes (other than those of its own personnel), internet or utility failures, or failures of third-party hosting providers, provided it takes reasonable steps to mitigate the effects. This Section 15.6 does not excuse Customer's payment obligations.

15.7 Governing law and venue. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to the Agreement, and each Party submits to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.8 Notices. Notices under the Agreement must be in writing. Notices to NeevAI go to Neev Technologies, Inc., 262 Chapman Rd, Ste 240, Newark, Delaware 19702, Attention: Chief Executive Officer, with a copy by email to [email protected]. Notices to Customer go to the address and email stated in the Order. Either Party may designate a new address by notice. Notices are effective when delivered personally, one business day after dispatch by recognized overnight courier, or when sent by email, provided that a notice of breach or termination sent by email is also sent by courier or acknowledged by the recipient.

15.9 Entire agreement. The Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, written or oral, about that subject matter.

15.10 Amendment and waiver. Except as described in Section 2.3, the Agreement may be amended only in a writing signed by authorized representatives of both Parties. A waiver is effective only if in writing and signed by the waiving Party, and a failure or delay in exercising a right is not a waiver of it.

15.11 Severability. If any provision of the Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full effect.

15.12 No third-party beneficiaries. The Agreement does not confer any rights on any person other than the Parties and their permitted successors and assigns, except for the indemnified persons named in Section 12.

15.13 Interpretation. Headings are for convenience only. "Including" and similar words mean "including without limitation". References to Sections are to Sections of these Terms unless stated otherwise.

15.14 Electronic signature. An Order may be signed in counterparts and electronically, including through an electronic signature service or as a scanned copy, and each such signature is binding as an original.