Terms of Service

1.1 “Account” means any account or instances created by, or on behalf of, Customer or its Affiliates within the Services. 

1.2 “Affiliate(s)” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

1.3 “AI Feature(s)” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.

1.4 “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

1.5 “Authorized User” means Customer and any employee, consultant, or contractor engaged by Customer to whom Customer supplies its Credentials or otherwise permits or invites to use the Services or access Customer’s Account. 

1.6 “Credentials” means usernames, user identifications, passwords, codes, and tokens that Neeve may provide to be used by Customer or that Customer uses to access the Services.

1.7 “Customer” means: (i) the person or entity specified on an Order; or (ii) accepts and agrees to the terms of this Agreement via the download, installation, access to, or use of any Services.

1.8 “Customer Data” means (i) electronic data, images, documents, and other information provided by or on behalf of Customer, including by its Representatives, or submitted or entered into the Services by or on behalf of Customer, including by its Representatives; and (ii) content and other outputs generated by Customer through use of the Services. 

1.9 “Customer IP” means Customer Data and all Derivative Works thereof, as well as all IP Rights in the foregoing, provided “Customer IP” does not include Neeve IP.

1.10 “Derivative Works” means any suggestions, contributions, enhancements, improvements, modifications, supplementations, or changes to Neeve’s existing intellectual property.

1.11 “Documentation” means the user guides, manuals, and other documentation that may be provided by Neeve from time to time regarding the Services, all derivatives thereof, and all IP Rights in the foregoing.

1.12 “Effective Date” means the earliest of the effective date of the initial Order that references this Agreement, the date of last signature of the Agreement, or the date you first access or use any Services.

1.13 “Fees” means all fees and amounts payable to Neeve as specified in an Order Form.

1.14 “IP Rights” means any rights in or to any of the following, however constituted: patent, copyright, trade secret, trademark, service marks, URLs, trade dress, brand features, know-how, code (executable, source and other), or other intellectual or industrial property laws under the laws of any applicable governmental authority, or international treaty, including all applications and registrations relating to any of the foregoing.

1.15 “Order” or “Order Form” means an order form or online ordering document or process for the provision of Services, Professional Services or Third-Party Items, entered into by Customer or any of their Affiliates and incorporated by reference into, and governed by, this Agreement. 

1.16 “AI Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from AI Feature or the Services in response to a Customer Data input.

1.17 “Professional Services” means consulting or professional services (including any training, success, and implementation services) as expressly indicated on an Order Form and subject to an executed SOW between the parties.

1.18 “Representatives” means a Party’s directors, officers, employees, contractors/subcontractors, agents, and other representatives. 

1.19 “Service(s)” means the subscription based products and services that are used or ordered by Customer via an Order Form, whether on a trial or paid basis, including individually and collectively, (i) Neeve’s software as service solution, proprietary hardware, edge applications, and cloud applications; (ii) any application programming interfaces (API); and, (iii) all Derivative Works, updates, corrections, fixes, and substitutions to the foregoing. For certainty, “Service(s)” does not include Third-Party Items. 

1.20 “Neeve IP” means the Services, the Documentation, all Derivative Works thereof, and all IP Rights in the foregoing; provided that “Neeve IP” does not include any Third-Party Items. 

1.21 “Support Services” means the level or type of support services for the Services provided by your reseller/distributor. 

1.22 “Third-Party Items” means any and all of the following, where provided by, or on behalf of, a third party: software, hardware, services, applications, systems, materials, data, information, technology, APIs, SDKs, or any other proprietary tool or item. 

1.23 “Tax” or “Taxes” means any present or future taxes, levies, imposts, duties, charges, assessments, or fees of any nature (including any interest thereon).

2.1 Access to Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, including payment of applicable Fees, Neeve grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable right to access and use the Services and Documentation during the Subscription Term solely for its internal business purposes and in accordance with the Order Form. Neeve may modify, add, or remove some or all of the Service functionality at any time in its sole discretion, with or without notice to Customer. 

2.2 Restrictions. Customer will not directly or indirectly: (i) sell, lease, license, sublicense, assign, disclose, or otherwise make available the Neeve IP (or any part thereof) to any third party that is not an Authorized User; (ii) decompile, disassemble, reverse engineer or attempt to discover the source code, object code or underlying structure, models, any underlying technology or component of the Services, in whole or in part, ideas, know-how or algorithms of the Neeve IP or Third-Party Items (or any part thereof) or any software, documentation, or data related to or provided with the Neeve IP (including Third-Party Items); (iii) create Derivative Works of, translate, or write or develop any software based upon the Services (or any part thereof); (iv) use the Neeve IP (or any part thereof) to provide any facility management, service bureau or similar services to third parties; (v) upload, transmit, or submit any viruses, malware, or other malicious code or harmful materials to the Services and to the systems, data, or information of Neeve, its suppliers, licensors, or any other third party, or otherwise interfere with the operation of the Services or any such third party systems, data, or information; (vi) attempt to bypass any security measures or gain any unauthorized access to the Platform or any part thereof, or to the systems, data, or information of Neeve, its suppliers, licensors, or any other third party; (vii) use the Services to conduct benchmarking, or competitive analysis, of the Services; (viii) alter, distort, or remove any confidential, proprietary, copyright, trademark, trade secret, or patent legends from any copy of the Neeve IP or any Third-Party Items (or any part thereof); (x) publish or otherwise distribute Credentials other than to Authorized Users, or use any unauthorized credentials to access and use the Services (or any part thereof); (x) use the Services in violation of any applicable laws, regulations, and rights (including, without limitation, those related to export control, privacy, data security, intellectual property, consumer and child protection, SPAM, text messaging, obscenity or defamation); or (xi) otherwise use or copy the Neeve IP or Third-Party Items, or any part thereof, except as expressly allowed under this Agreement.

2.3 Accounts; Credentials. Neeve will enable Customer to access the Services through the designated number of Authorized User Accounts as specified in the Order Form. Customer is solely responsible for ensuring that all Credentials remain secure and confidential and will notify Neeve promptly if it suspects any unauthorized use of Customer’s Account and Credentials. An Authorized User may not permit any other individual or automated process to access or use Neeve IP without the express, prior, written permission of Neeve. Customer will ensure that all Authorized Users comply with this Agreement.

2.4 Professional Services. Neeve may provide Professional Services subject to the terms and conditions defined on any mutually agreed upon and executed SOW or other written document (such as a “Professional Services Agreement”).

2.5 Support Services. Support Services shall be provided by your Reseller Partner.

2.6 Third-Party Items. Neeve will make available to Customer the Third-Party Items expressly selected by Customer in an Order Form or online ordering document, or process. Customer acknowledges that use of Third-Party Items is optional, may be subject to separate charges, and shall be governed solely by the terms and conditions applicable to such Third-Party Items, as agreed to between Customer and the third party. Neeve does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Items, including the privacy practices, data security processes, and other policies related to Third-Party Items. Neeve will have no liability for any damages resulting from Customer’s use, or inability to use, any Third-Party Items or for Customer’s use, or inability to use, the Services resulting from the use or failure of the Third-Party Items. 

2.7 Mobile Devices and Applications. Certain Services are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services from a mobile device, and (iii) the ability to access certain features through a mobile app downloaded and installed on a mobile device (“Mobile Services”). To the extent you access Mobile Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Neeve and other authorized entities by SMS, MMS, text message, push notifications, or other electronic means to your mobile device and that in doing so certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure proper delivery of your messages.

3.1 Fees and Billing. Fees for the Services shall be paid by Customer to its Reseller Partner in accordance with the Order or Customer’s agreement with its Reseller Partners. 

3.2 Taxes. All Fees are exclusive of, and Customer is solely responsible for payment of, all applicable value-added, sales, use, right of use, and other taxes and all applicable export and import fees, customs duties, and similar charges (other than taxes based on Neeve’s net income) arising from the transactions hereunder.

3.3 Trial Services. If Customer is granted access to trial services, Neeve will make the applicable trial services available to Customer pursuant to this Agreement starting from the time that Customer registers and is approved for such trial services until the earlier of: (a) the end of the trial services period communicated to Customer in an Order Form; (b) the start date of any Order Form executed by Customer for Services in exchange for payment; or (c) termination by Neeve in its sole discretion. ANY CUSTOMER INFORMATION THAT CUSTOMER PROVIDES OR MAKES AVAILABLE TO NEEVE DURING THE PROVISION OF TRIAL SERVICES MAY BE PERMANENTLY DELETED, AT NEEVE’S DISCRETION, UNLESS CUSTOMER EXECUTES AN ORDER FORM FOR THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTS SUCH CUSTOMER INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION BELOW, TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND NEEVE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE NEEVE’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO NEEVE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

4.1 Generally. Customer agrees to perform all Customer obligations set out in this Agreement in a timely manner as reasonably requested by Neeve and to provide reasonable assistance and cooperation to Neeve in its performance under this Agreement. Neeve will not be deemed to be in breach of this Agreement or otherwise responsible or liable if Neeve is prevented or delayed in performing as a result of Customer’s failure to timely perform its obligations or provide reasonable assistance. Customer agrees that its failure to timely perform its obligations or provide reasonable assistance may also result in a reasonable adjustment to Fees.

4.2 License to Customer Data. When Customer uploads, submits, stores, or sends Customer Data to Neeve in connection with the Services, Customer hereby grants Neeve a worldwide non-exclusive license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes Neeve makes so that Customer Data is better utilized), communicate, perform, display and distribute Customer Data solely for purposes of providing the Services to Customer. Neeve does not and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data provided to Neeve for completeness, integrity, quality, accuracy or otherwise. 

4.3 Data Backup. Customer will take appropriate steps, including before installation, access to, and use of the Services and Third-Party Items, and at all times thereafter, to back up and protect Customer Data and other Customer IP, and to protect Customer’s other data, information, programs, hardware, networks, devices, and systems from any damage. Customer is solely responsible for data losses, and reconstruction, replacement, repair, and re-creation of Customer Data, other Customer IP, data, information, programs, hardware, networks, devices, and systems.

4.4 Use of AI Features and AI Customer Output. In the event Customer elects to utilize the AI Features that are part of the Services, then the following provisions shall apply. Customer is solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to Customer’s use before using, distributing, or relying on the AI Customer Output, and (ii) Customer’s decisions, actions, and omissions in reliance or based on the AI Customer Output. 

AI tools like the AI Features are not substitutes for independent professional judgment and testing the safety, accuracy, completeness, and validity of results. Neeve is not liable for results or actions suggested by the AI Features, or the decisions made by Customer and its Authorized Users based on those results or suggestions. Customer and its Authorized Users, and not Neeve, are solely responsible for the accuracy and completeness of the data submitted, and for establishing independent test and verification guidelines to test the reliability and accuracy of the output of the AI Features, including any AI Customer Outputs, data, projections, models, code, results, and recommended actions. 

4.5 Purchasing from Reseller Partners. If Customer purchases any portion of the Services (“Reseller Services”) through one of Neeve’s authorized reseller partners (each, a “Reseller Partner”), Customer will be subject to the applicable fees, payment terms, and other terms for the Reseller Services of the applicable Reseller Partner through whom Customer is purchasing such Reseller Services. Any refund that Neeve is obligated to provide to Customer under this Agreement will be provided by Neeve to the applicable Reseller Partner and Customer acknowledges that it must seek such refunds solely from such Reseller Partner. Neeve may, upon notification to Customer and with no liability to Customer, terminate this Agreement or any Reseller Services (or both) where the Reseller Partner has breached its agreement with Neeve, including but not limited to, for such Reseller Partner’s failure to pay Neeve any amounts due in respect to Customer’s purchase of the Services from Reseller or where the applicable Reseller Partner is no longer an authorized reseller for Neeve. Customer acknowledges that Reseller Partners are not authorized to modify this Agreement, or make any promises or commitments on Neeve’s behalf, and that Neeve is not bound by any obligations or liabilities to Customer other than as set forth in this Agreement. If requested by the applicable Reseller Partner for Customer’s breach of any agreement between Reseller Partner and Customer, including, but not limited to, for Customer’s failure to pay any fees when due, Neeve may, upon notice to Customer and without liability, suspend the Reseller Services or terminate this Agreement (or both). With respect to any Services purchased from Reseller, Customer hereby: (a) authorizes Neeve to comply with all instructions received from the applicable Reseller Partner with respect to Customer’s account on the Platform, unless Neeve receives contrary instructions from Customer, (b) acknowledges that it is Customer’s obligation to inform Reseller Partner of any restrictions regarding the use of Customer Data and to obtain any necessary rights and consents for Reseller Partner to access and use the Customer Data (if applicable), (c) acknowledges that Neeve will have no responsibility or liability to Customer for the acts or omissions of any Reseller Partner, and (d) acknowledges that the applicable Reseller Partner is not an agent or representative of Neeve.

5.1 Term. The term of this Agreement begins on the Effective Date and will remain in effect as long as Customer has an active subscription to the Services, SOW, or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the “Term”). The “Subscription Term” means the period during which Customer has agreed to subscribe to the Service. The Subscription Term will be defined in each individual Order. 

5.2 Renewal. Unless a subscription to the Service is terminated in accordance with this Agreement or the applicable Order, or unless otherwise stated in the applicable Order, Customer’s subscription to the Service will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term. If the Order Form does not specify, the Subscription Term will be one year and will automatically renew for successive one-year periods unless Customer provides notice of termination at least thirty (30) days prior to the end of the Term. 

5.3 Termination for Cause. If Customer materially breaches this Agreement, then Neeve may provide notice of such breach to Customer, and if Customer has not cured the breach within thirty (30) days following the date of the notice, Neeve has the right to terminate this Agreement with written notice to Customer (with copy to Reseller Partner). 

Customer may have separate termination rights in Customer’s agreement with its Reseller Partner or under an Order.

5.4 Suspension. Neeve may suspend Customer’s access to the Services if Customer: (i) materially breaches any obligations hereunder (including non-payment); or (ii) Neeve determines in good faith that such suspension is necessary to avoid possible harm to Neeve, other Neeve customers, or any third party’s property, systems, or information. Neeve will notify Customer of the suspension and reason therefor as soon as commercially practicable.

5.5 Effect of Termination. Upon the expiration or termination of this Agreement: (i) Customer’s right to access the Services will immediately end and Customer shall immediately cease use of the Services and of all Neeve IP; (ii) all SOWs will terminate concurrently, (iii) Customer will destroy all copies of Documentation in its possession or control, and (iv) Customer will pay all accrued Fees to Reseller Partner within thirty (30) days of the invoice or the date termination occurred, whichever is earlier. The provisions of Section 5.6 and of Sections 1 (Definitions), 6.1 (Neeve Intellectual Property and Reservation of Rights), 6.2 (Customer’s Intellectual Property), 3 (Fees and Payment), and 7.4 (Disclaimer) through 10 (General) of this Agreement and all provisions which are intended by their nature to survive expiration or termination of this Agreement will survive the expiration or termination of this Agreement. Termination or expiration of this Agreement will not affect any already-accrued obligations or liabilities.

6.1 Neeve Intellectual Property and Reservation of Rights. Neeve and its licensors own and retain all rights, title, and interest, including all IP Rights, in and to the Services and Documentation.

6.2 Customer’s Intellectual Property.  Customer IP is solely owned by the Customer. Customer and Neeve acknowledge that the accuracy of providing the Services,  depends upon the accuracy and completeness of Customer Data and business requirements needed to provide the Services. Customer accepts sole responsibility for errors in the Services to the extent resulting from inaccurate or incomplete Customer Data. Notwithstanding anything to the contrary herein, Neeve has the right to use de-identified Customer Data for quality assurance purposes to improve its products and services.

7.1 General Warranty. Each Party warrants that it is not subject to any agreement that would prevent it from complying with this Agreement. In its performance under this Agreement, Neeve warrants that it will comply with all applicable laws and regulations. Customer warrants that it will comply with all applicable laws and regulations in using the Services and providing the Customer Data.

7.2 Services Warranty. Neeve represents and warrants that the Services will perform in material conformance with its Documentation. Customer’s exclusive remedy and Neeve’s entire liability for non-compliance with the foregoing warranty is that Customer may report the alleged non-compliance to Neeve promptly upon discovery of the non-conformance, and if Neeve confirms the non-conformity, Neeve will use commercially reasonable efforts to correct the non-conformity within a reasonable period of time following notification. 

7.3 Customer Warranty. Customer warrants that it will perform the Customer obligations set out in this Agreement. Customer warrants that it has the rights to use Customer Data (including third-party data included within the Customer Data) with and through the Services and to provide Neeve and its Representatives with Customer Data for use by Neeve and its Representatives to perform under this Agreement.

7.4 DISCLAIMER. THE SERVICES ARE NOT INTENDED FOR, AND NEITHER CUSTOMER NOR ITS REPRESENTATIVES WILL USE IT FOR, ANY USE CASE WHERE FAILURE COULD RESULT IN ANY DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY SUCH USAGE. FOR CERTAINTY, CUSTOMER MAY USE THE SERVICES FOR RESEARCH AND DEVELOPMENT PURPOSES, INCLUDING TO ASSIST IN THE DEVELOPMENT OF CUSTOMER TOOLS AND APPLICATIONS, BUT NEEVE WILL HAVE NO LIABILITY WHATSOEVER REGARDING ANY SUCH RESEARCH AND DEVELOPMENT OR CUSTOMER-DEVELOPED TOOLS AND APPLICATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEEVE (AND ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, LICENSORS AND SUPPLIERS) PROVIDES THE SERVICES AND DOCUMENTATION “AS IS” AND “AS AVAILABLE” AND MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING ANY OF THE FOREGOING, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. NEEVE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES, OR ANY PRODUCTS, OUTPUT,  OR RESULTS OF THE USE THEREOF WILL MEET THE REQUIREMENTS OF CUSTOMER OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PROVIDERS OF THIRD-PARTY ITEMS MAY PROVIDE THEIR OWN WARRANTIES. ALL THIRD-PARTY ITEMS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, AND NEEVE UNDERTAKES NO COMMITMENT, RESPONSIBILITY, OBLIGATION, OR LIABILITY FOR ANY THIRD-PARTY ITEMS OR ANY CLAIMS BASED ON THIRD-PARTY ITEMS. WITHOUT LIMITATION, NEEVE WILL HAVE NO LIABILITY FOR THE OPERATION OR FAILURE OF ANY THIRD-PARTY ITEMS OR CUSTOMER’S OR ITS REPRESENTATIVES’ USE OF OR RELIANCE ON SUCH THIRD-PARTY ITEMS.  IT IS THE RESPONSIBILITY OF CUSTOMER TO ASCERTAIN THE SUITABILITY OF THE SERVICES, AI CUSTOMER OUTPUT, THIRD-PARTY ITEMS, AND ANY RESULTS FROM THE USE OF ANY OF THE FOREGOING FOR ITS PURPOSES, AND ALL USE OF THE FOREGOING IS AT CUSTOMER’S SOLE RISK. UNDER NO CIRCUMSTANCES WILL NEEVE BE LIABLE FOR ANY LOSS OF DATA, INCLUDING WITHOUT LIMITATION THE COST OF RECONSTRUCTING DATA LOST DURING PERFORMANCE OF SERVICES, NOR FOR CUSTOMER’S FAILURE TO BACK UP CUSTOMER DATA OR ANY OTHER CUSTOMER FILES, OR CONSEQUENCES OF SUCH FAILURE. 

7.5 LIABILITY. IN NO EVENT WILL NEEVE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) FOR ANY CLAIMS, LIABILIITES, DAMAGES, LOSSES, COSTS, EXPENSES OR OTHER AMOUNTS IN EXCESS OF THE AGGREGATE OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM.

8.1 Definition. “Confidential Information” means any non-public information provided by or on behalf of one Party (“Discloser”) to the other Party or its Representatives (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Without limiting the generality of the foregoing, all Customer Data is part of Customer’s Confidential Information. Neeve’s Confidential Information includes the Neeve IP. Confidential Information does not include information that: (i) is already known to Recipient without obligation of confidentiality prior to its disclosure by Discloser; (ii) is in or enters the public domain through no fault of the Recipient; (iii) is or was lawfully received by Recipient from a third-party without confidentiality obligations; or (iv) was independently developed by Recipient without access to or use of the Confidential Information, as established by written documentation. 

8.2 Protection. Recipient will only use Confidential Information to perform its obligations or exercise its rights under this Agreement. Recipient will not disclose Confidential Information to any individuals or entities except for its and its affiliates’ Representatives and professional advisors who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorized use or disclosure of the Confidential Information, including by any of its Representatives or professional advisors. The protections set forth herein will continue to apply to any Confidential Information disclosed during the Term for the greater of five (5) years, or so long as such Confidential Information is protected as a trade secret under applicable law. Recipient will be responsible and liable for compliance with this Section by its Representatives and professional advisors.

8.3 Compelled Disclosure. If Recipient is legally required to disclose any Confidential Information of Discloser, Recipient will, as legally permitted, provide Discloser with prompt written notice of such requirement so that Discloser has a reasonable opportunity to object to such disclosure and seek protective treatment. If such objection is unsuccessful, then the Recipient may produce only such Confidential Information as is required by the court order or governmental action.

8.4 Return or Destruction. At Discloser’s request upon termination of this Agreement, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its or its Representatives possession or control, except that Recipient may retain (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality under Section 8.2 and Section 8.3 will continue to apply to such retained copies.

8.5 Privacy. Other than in connection with the creation and management of Authorized User Accounts, the Services are not designed to process personal information, and Customer is responsible for ensuring no personal information is submitted to the Services. Any personal information provided by Customer, Authorized Users, or Customer’s or its affiliates’ Representatives to Neeve or its third-party providers in connection with Authorized User Account management will be collected, used, disclosed, and treated in accordance with the then-current Neeve Privacy Statement available at https://Neeve.com/privacy. Customer is responsible for reviewing the Privacy Statement and making its Authorized Users aware of the Privacy Statement and the use of personal data thereunder. Although Neeve commits to notify Customer of material changes to the Privacy Statement as required by applicable data privacy laws, Customer is responsible for periodically checking the above link for changes and updates to the Privacy Statement. Customer will immediately notify Neeve upon Customer’s discovery or awareness that any personal information has been submitted to or otherwise ingested by the Services, and Customer will ensure that no further personal information is submitted or made available to the Services.

8.6 Security. Each Party will maintain adequate security precautions, consistent with the then-current standards in the industry, including the use of a secure server, protective firewalls, and strong passwords/user IDs to avoid unauthorized access to or distribution by or through the internet or any other means of, in the case of Customer, the Neeve IP and, in the case of Neeve, Customer Data. Customer must configure its access to and use of the Services in accordance with (i) all security protocols, if any, required by Neeve and provided to Customer; and (ii) the highest security configurations made available by the hosting provider. Customer shall promptly notify Neeve about any unauthorized access to Customer’s passwords or access credentials.

8.7 Usage Data. “Usage Data” means technical and usage data relating to the provision, use, and performance of the Services. Notwithstanding anything to the contrary in this Agreement, Neeve will have the right to collect and analyze Usage Data, and Neeve will be free (during and after the Term) to use Usage Data in a de-identified and aggregated form to develop, maintain, improve, operate, support, and enhance Neeve’s products and services. 

8.8 Feedback. To the extent Customer, Authorized Users, or its Representatives provide any suggestions, recommendations, or other feedback regarding the Services or possible improvements thereto (collectively, “Feedback”), ownership of the Feedback vests with Neeve, or if it does not so vest, then Customer hereby assigns on its behalf and on behalf of all Authorized Users and its Representatives, without the need for further action, any and all ownership and other rights, including all IP Rights in such Feedback to Neeve. Neeve may (but is not obligated) to use such Feedback in any manner it deems appropriate to improve its offerings without any right of attribution or compensation to Customer, any Authorized User, or Customer’s Representatives.

9.1 By Neeve. Neeve will defend Customer against any claim, action, suit, or proceeding brought by a third party (a “Claim”) and indemnify and hold Customer harmless from losses, liabilities, damages, fees, costs, and expenses (including reasonably attorneys’ fees) directly incurred by Customer as a result of the Claim (collectively, “Losses”) to the extent the Claim alleges that Customer’s permitted use of the Services infringes any valid IP Rights of such third party (a “Neeve IP Claim”). Neeve will have no indemnity obligation for a Neeve IP Claim arising or alleged to arise from: (i) the use of the Neeve IP in a manner other than for its intended purposes or contrary to the Documentation or this Agreement; (ii) modification of the Neeve IP not expressly permitted by this Agreement by a person or entity (including Customer or its Representatives) if such infringement would have been avoided in the absence of such modifications; (iii) combination, operation, inclusion, or use of any Neeve IP with or in any Third-Party Item, unless such actions and the applicable Third-Party Item is expressly permitted in the Documentation, if in Neeve’ reasonable judgment the infringement or misappropriation would not have occurred but for such actions and the Third-Party Item;  (iv) any Third-Party Items; (v) inclusion of Customer Data within the Neeve IP;  or (vi) Neeve’ conformance with Customer’s specific requirements or instructions. If in Neeve’ reasonable judgment a Neeve IP Claim, or threat of a Neeve IP Claim, materially interferes with Customer’s use of the subject Neeve IP in accordance with this Agreement, Neeve will consult with Customer, and Neeve will have the option, in Neeve’ sole discretion to (vii) substitute functionally equivalent non-infringing software, documentation or data; (viii) modify the Neeve IP to be non-infringing; (ix) obtain a license for Customer to use the allegedly infringing Neeve IP, or (x) if the foregoing (vii), (viii), or (ix) are not commercially feasible, terminate this Agreement and refund to Customer a pro-rata portion of the Fees prepaid for the subject Neeve IP for the period of time during which Customer was unable to use the Neeve IP as a result of the Neeve IP Claim. The provisions of this Section 9.1 set forth Neeve’s entire liability, and Customer’s sole and exclusive remedy, for any third-party claims of infringement or misappropriation.

9.2 By Customer. Customer will defend Neeve and its affiliates, and their Representatives (the “Neeve Indemnified Parties”) against any Claim and indemnify and hold the Neeve Indemnified Parties harmless against Losses incurred by a Neeve Indemnified Party as a result of the Claim to the extent the Claim arises out of (i) Customer’s use of the Services or Documentation; (ii) Customer IP; (iii) reliance on or use of any Customer Data by Customer or any of its Authorized Users or Representatives; (iv) Customer’s or its Representative’s non-compliance with confidentiality obligations under this Agreement; or (v) use of Third-Party Items by Customer or any of its Authorized Users, or Representatives in combination with Neeve IP unless such use is expressly permitted in the Documentation.

9.3 Indemnification Procedures. The defense and indemnification obligations under this Section 9 are conditioned on: (i) the indemnified Party promptly providing the indemnifying Party with written notice of the Claim; (ii) the indemnified Party tendering the indemnifying Party sole control of the defense and settlement of the claim; and (iii) the indemnified Party providing reasonable assistance and cooperation to the indemnifying Party to enable the indemnifying Party to defend or settle the Claim, at the indemnifying Party’s expense, provided (1) the indemnified Party may, at its own cost, engage its own attorneys, (2) the indemnifying Party will reasonably consult with the indemnified Party during any settlement discussions, and (3) neither Party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other Party without such Party’s prior written consent, which may not be unreasonably withheld or delayed. The conditions set forth in this Section 9.3 will not relieve the indemnifying Party from any liability under Section 9 unless and to the extent the failure of a condition results in the forfeiture by the indemnifying Party of substantial rights and defenses.

10.1 Export Compliance. Customer acknowledges that the Services (and underlying Neeve IP) originates in the United States and may be subject to export control laws, rules, regulations, and restrictions, including the Export Administration Regulations of the U.S. Department of Commerce (“Export Controls”).  Customer agrees not to export, re-export, or transfer in any manner or allow the export or re-export of the Neeve IP or any software or anything related thereto, or any direct product thereof, in violation of Export Controls. Each Party represents and warrants that it is not subject to the jurisdiction of any country that is subject to a comprehensive U.S. embargo, nor is it designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including, without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List,  Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer represents and warrants that (i) it does not intend to ship, export, or transfer in any manner  any Neeve IP directly or indirectly to Crimea, Cuba, Iran, North Korea, Sudan, and/or Syria, or any national thereof, or to any other country subject to restriction under applicable laws and regulations of the United States and other nations, and that Customer is not located in, under the control of, or a national of any such country; (ii) it will not use the Neeve IP, in any activity related to the development, production, use or maintenance of Weapons of Mass Destruction, including, without limitation, uses related to nuclear, missile and or chemical/biological development or production; and (iii) it will not provide to Neeve any items, and any parts or components thereof, software, or technical data that is controlled for export under either the EAR’s Commerce Control List or ITAR’s U.S. Munitions List without notifying Neeve of this fact and obtaining Neeve prior written consent to receive such controlled item, software or technical data.  

10.2 Government End Users. The Services and Documentation are “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” and provided to government users with the same rights and restrictions as are granted and applicable to all other end users pursuant to the terms and conditions herein. The terms “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

10.3 Notice. Notices will be considered properly received: (i) when delivered, if delivered in person; (ii) one (1) business day after dispatch, if dispatched by an overnight delivery service that provides signed acknowledgment of receipt; (iii) when receipt is electronically confirmed if transmitted by e-mail (legal@neeve.ai) or (iv) three (3) business days after deposit in the U.S. Mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. Notices will be addressed to Customer at the address set forth on the Order Form and to Neeve at: 

Neeve, Inc.
Attn: Legal Department
365 Toni Stone Crossing
San Francisco, CA 94158

Either Party may update its address for notice by providing written notice to the other Party in accordance with this paragraph.

10.4 Governing Law; Mandatory Arbitration. This Agreement will be governed by the substantive and procedural laws of the State of California without regard to principles of its conflicts of laws. Any dispute arising out of this Agreement will be settled exclusively through binding arbitration administered by the American Arbitration Association in San Francisco, California, in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation or infringement of IP Rights or breach of confidentiality. 

10.5 Publicity. Neeve may include Customer’s name in a list of client names presented in the same format (block type or logo) of the other companies identified in such a list, but no description or endorsement of Neeve’s products or services may be used. Neeve may propose other uses of Customer’s name and logo, which shall only be permitted with Customer’s prior written consent. Neither Party shall issue a press release or other public statement regarding the relationship of the Parties, the existence of this Agreement, or the Services and services provided under this Agreement without the prior written consent of the other Party.  

10.6 Relationship. The Parties are independent contractors, and nothing herein will be construed to create the relationship of employer and employee, principal and agent, partnership, or joint venture. Neither Party shall have any authority to bind the other Party to any obligation by contract or otherwise.

10.7 Force Majeure. Except for payment obligations, neither Party will be liable for any delays or failures to perform to the extent due to a cause beyond such Party’s reasonable control, which may include natural disasters or acts of God, strikes or work stoppages, acts of war or terrorism, telecommunications disruptions, pandemics or epidemics, quarantines, or other government orders.

10.8 Assignment. Neither this Agreement nor any rights or responsibilities hereunder may be assigned, delegated, or otherwise transferred by Customer, whether voluntarily or by operation of law, without the prior written consent of Neeve, which will not be unreasonably withheld.  Neeve may assign and transfer this Agreement without consent, in whole or in part, to a successor to the successor entity in a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of its voting securities and/or assets.  Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

10.9 No Third Party Beneficiaries. There are no third-party beneficiaries of this Agreement and, in particular, without limiting the generality of the foregoing, no Authorized Users or Customer’s or its Affiliates’ Representatives will have any legal rights or entitlements of any kind hereunder under any circumstances.

10.10 Severability. Should any provision of this Agreement be held to be void, invalid, or inoperative, the invalid provision will be ineffective only to the extent of such invalidity, so that the remaining provisions of this Agreement will not be affected and will be valid and enforceable to the fullest extent permitted by applicable law.

10.11 Entire Agreement; Amendments; Waivers. This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any prior agreements, oral or written, between the Parties regarding the subject matter. Neeve may revise and update these Terms at any time and for any reason in our sole discretion. We will provide notice of the most recent version of these Terms by updating the “Last Modified” date above and you waive any right to receive specific notice otherwise of changes. All changes are effective immediately upon posting and apply to all access to and use of our  Services thereafter. If you don’t like any changes to our Terms, you may stop using our Services. Your continued access to and use of our Services signifies your acceptance of the revised and then-current Terms.

10.12 Construction; Interpretation. Titles and headings to sections in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. The terms “herein,” “hereof,” “hereunder,” and similar expressions refer to this Agreement and not to any particular section or other portion hereof. Any use of the term “including” in this Agreement shall be construed as if followed by the phrase “without limitation. “As used herein, all references to the plural number will include the singular number and vice versa. Unless the context requires otherwise, “will,” “shall,” “will not,” and “shall not” are expressions of command, not merely expressions of future intent or expectation. All references to “days” will mean calendar days unless stated otherwise.

10.13 Execution. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original, and such counterparts together will constitute one and the same agreement.