Please read these Terms carefully before you start to use our Products and Services. By continuing to interact with our Products and Services, you accept and agree to be legally bound by and abide by these Terms. You may also be asked to click-accept to access and use some of our Products and Services and by doing so, you accept and agree to be legally bound by and abide by these Terms. These Terms, together with any documents referenced herein, such as our Privacy Policy, form an agreement between you and Neeve. Your continued access and use of our Products and Services is contingent upon your ongoing compliance with these Terms. If you do not agree with these Terms or those of our Privacy Policy, you should exit our website and refrain from using our Products and Services.

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 Products and Services thereafter. If you don’t like any changes to our Terms, you may stop using our Products and Services. Your continued access to and use of our Products and Services signifies your acceptance of the revised and then-current Terms.

Neeve offers an integrated platform for smart buildings using edge security, remote access, as well as AI-enabled data processing, analytics, and automation,and other products to enhance user experience, energy savings, and operational efficiency in buildings and spaces (“Buildings). The Products and Services Neeve provides are designed to augment and enhance an individual’s experience with a Building as either a “Tenant” or as the employee, contractor or guest of a Tenant (“User”). Our Products and Services are described in more detail below and are made available solely with respect to the specific Building with which you interact. Neeve provides the Products and Services to you on behalf of and at the request of a Building’s owner, property manager or landlord (“Manager”) or a Tenant. Certain portions of the Products and Services may be subject to additional terms and conditions that may be provided from time to time by your Manager or Tenant. Neeve Products and Services ultimately provide Building Managers, Tenants and Users with more and improved information, services and functionality related to a Building.

Neeve provides a data analytics platform that aggregates all building data (e.g., occupancy, space usage, digital collaboration and work patterns, access control, air quality, temperature, and environmental factors) into a consolidated dashboard that both Building Managers and Tenants may use. Neeve’s Products and Services include mobile apps and other tools that allow Building Managers and Tenants to understand more about compliance and operations (e.g., employee health and safety, security, space utilization, hybrid work analyses, employee experience and engagement, and ESG optimization). Neeve also offers an easy-to-deploy secure, cloud-managed, software-defined IoT network solution which enables Building Managers to quickly achieve enterprise-grade security, reduce operating costs, and gain real-time visibility into single buildings as well as entire real estate portfolios.

You may be required to register an account with Neeve or a Manager or Tenant in order to access and use certain features of the Products and Services. If you choose to register for our Products and Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the appropriate registration form(s) in your account. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use our Products and Services.

You are responsible for maintaining the confidentiality of your password and account and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Neeve of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Products and Services. Neeve is not liable for any loss or damage arising from your failure to comply with adequate account security due to your actions or inactions.

Neeve reserves the right to modify or discontinue, temporarily or permanently, the Products and Services (or any part of thereof) with or without notice to Managers, Tenants or Users. You agree that Neeve will not be liable to you or to any third party for any modification, suspension or discontinuance of the Products and Services.

You acknowledge that Neeve may establish general practices and limits concerning use of the Products and Services, including without limitation the maximum period of time that data or other content will be retained by the Products and Services and the maximum storage space that will be allotted on Neeve’s or its third-party service providers’ servers on your behalf. You agree that Neeve has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Products and Services. You acknowledge that Neeve reserves the right to terminate accounts that are inactive for an extended period of time and delete any data contained therein. You further acknowledge that Neeve reserves the right to change these general data practices and limits at any time, in its sole discretion, with or without notice.

A. Mobile Devices and Applications.

Certain of our Products and Services are available via a mobile device, including (i) the ability to upload content to the Products and Services via a mobile device, (ii) the ability to browse the Products and 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 Products and Services”). To the extent you access Mobile Products and 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 Products and Services may be prohibited or restricted by your carrier, and not all Mobile Products and Services may work with all carriers or devices. By using the Mobile Products and 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 Products and 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.

B. Features and Functionality.

As part of the Products and Services, certain features and functionality may be made available by Neeve to you as an end user, either directly or through a Manager, a Tenant or a Third Party Services provider. For instance, through its dashboards Neeve may enable features and functionalities like the following. Neeve does not manage or approve any content on the dashboards and does not ensure its accuracy or reliability in any way.

1. Building Information. Where authorized, you may access certain information related to your Building (such as, but not limited to, Building occupancy, air quality, energy consumption).
2. Service or Maintenance Requests. When enabled and where authorized, you may obtain information about maintenance requests and/or work orders.
3. Building Access. The Products and Services may enable you to access certain information about Building occupancy derived from access control systems, but Neeve is not responsible for any access to or denial of access to a Building or designated areas of a Building.
4. Building Health Information. As available, you may be able to access certain health and safety metrics about the Building, including, but not limited, to data about air quality and aggregated and anonymized data reported by the Manager, Tenants, Users or otherwise collected, and occupancy and population density throughout certain areas of the Building derived from the data tracking described below. The Building Health Information may provide an indication of the level of overall health and safety of the Building on a given day based solely on the factors that Neeve takes into consideration as described herein. The Building Health Information is meant to be a tool used by Users to inform their personal decision of whether or not they desire to report to the Building but is not a guarantee or warranty of the health and safety of the Building. The Building Health Information is not a mandate regarding permissibility or impermissibility for accessing the Building and is provided by Neeve for informational purposes only. You must comply with applicable law and should consult your employer’s policies and procedures when making any workplace decision in conjunction with the Building Health Information.
5. Data Tracking. Neeve may anonymously collect and aggregate data related to Users in a Building to provide Building insights. For instance, such anonymized and aggregated data may be used to inform the Building Health Information, including the occupancy and population density throughout the Building.
6. Admin Features. If you are an authorized User of a Tenant who has been granted the necessary permissions by such Tenant (“Tenant Admin”), then as part of the Products and Services, you may be granted access to additional features and functionality, such as those related to Building insights, including notifications and alerts, air quality and energy data, or analysis of your Employer’s space by its Users. The use of any such additional features and functionality in your capacity as a Tenant Admin are subject to the terms and conditions agreed to between Neeve and your Employer, including those set forth herein. If you have questions regarding your use of such additional features and functionalities, please contact your Employer. Neeve uses the collected data to provide Building insights for informational purposes only and conclusions, recommendations or quality data may be different from other third party providers.

A. In order to enable the Neeve Products and Services, a “Customer” must enter into a subscription with Neeve. Subject to Customer’s compliance with these Terms, Neeve will provide Customer and its “Authorized Users” with access to and use of Neeve’s Products and Services in accordance with your selected “Subscription.” Specific details regarding your Subscription to our Products and Services (e.g., cost, duration, license limitations) will be selected or identified when you complete the sign-up process or execute an Order Form with us.

B. Subscription Support. Once a Subscription is active, Neeve will provide you with the necessary information to access the selected Products and Services. Your Subscription will begin on the date that we make the Products and Services available to you and continue for the period of time that you select (“Subscription Period”), provided that you continue to comply with these Terms. If you have administrative permissions for your account with Neeve, you may access and make certain changes to your Subscription (e.g., request to upgrade your Subscription plan, update billing information and/or contacts, or add authorized Users) on your account.

Customer agrees to comply with and will ensure that all Authorized Users agree to and comply with Neeve’s acceptable use requirements for the Products and Services. Failure to comply with the following requirements, or others that we may reasonably implement at our discretion and as needed, may result in suspension or termination of Customer and/or its Authorized Users’ access to and use of the Products and Services.

A. Customer may not and may not cause or permit others to:

1. use the Products and Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations;
2. attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Products and Services;
3. take any action that imposes, or may impose as determined in Neeve’s sole discretion, an unreasonable or disproportionately large load on our infrastructure;
4. upload invalid data, viruses, worms, or other software agents through the Products and Services;
5. collect or harvest any personally identifiable information (“Personal Data”), including account names or personal details, from the Products and Services;
6. impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity;
7. perform or disclose any benchmarking, availability, or performance testing of the Products and Services;
8. perform any removal, remediation, customization or change to the Products and Services, outside of that which is provided by or authorized by Neeve;
9. perform or disclose any performance, identification, access, or vulnerability testing of the Products and Services without Neeve’s prior written approval; or
10. bypass the measures we may use to prevent or restrict access to the Products and Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Products and Services or the content therein.

B. Customer may not and may not cause or permit others to:

1. modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Products and Services in any medium (including automated or non-automated scraping, data structures or similar materials produced by programs);
2. access or use the Products and Services to build or support, directly or indirectly, products or services competitive to Neeve; or
3. license, sell, transfer, assign, distribute, outsource, commercially exploit, or make available the Products and Services to any third party except as permitted by these Terms or an Order Form.

C. User Content.

1. Customer and its Authorized Users are solely responsible for the content and data that they submit through the Products and Services (“User Content”).
2. You agree that any User Content that is posted or shared through the Products and Services does not and will not violate third party rights of any kind, including without limitation any intellectual property rights or rights of privacy.
3. To the extent that your User Content contains content that is owned or licensed by others, you hereby represent that you possess the right to post and use such content with the Products and Services and have the right and power to grant, and do hereby grant, an appropriate license to Neeve for such.
4. In the case where User Content comprises music or other sound recording, you hereby represent that you are the owner or licensee of all the necessary copyright rights to post and use the User Content on the Products and Services.
5. Customer, and not Neeve, is liable for any unauthorized access, redistribution, infringement upon, or violation of any patent, copyright, trademark, contract, or any other right of User Content provided to the Products and Services.
6. Neeve reserves the right, but is not obligated, to reject and/or remove any User Content that we believe, in our sole discretion and without notice, violates any of these provisions. In no instance will Neeve be liable for the posting or removal of any User Content materials.

D. Export Compliance.

Customer acknowledges and agree that the Products and Services may be subject to applicable export laws and regulations of the United States and other countries. Customer will not and will not allow any third parties to remove or export from the United States or allow the export or re-export of any part of the Products and Services or any portion thereof, including downloadable software: (i) into (or to a national or resident of or entity organized under the laws of) any embargoed or terrorist-supporting country or territory (currently, Crimea, Cuba, Iran, North Korea, and Syria), (ii) to anyone on the U.S. Commerce Department’s Denied Persons List or Entity List or OFAC’s list of Specially Designated Nationals and Blocked Persons; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of such export or re-export, without first obtaining such license or governmental approval; or (iv) otherwise in violation of any sanctions, export or import restrictions, laws, or regulations of the United States or foreign governmental agency or authority. Customer agrees to the foregoing and warrants that it and its Authorized Users are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

A. Management. Customer has the sole right and responsibility for managing its Authorized Users’ access to the Products and Services and use of their information both within the Products and Services and in general. For example, Customer may provision or deprovision access to the Products and Services, enable or disable third party integrations, manage permissions of Authorized Users (e.g., giving certain Authorized Users administrative privileges), manage retention and export settings, transfer, or assign organizations.

B. Limitations. Customer will also (i) inform Authorized Users of all of Customer’s own policies and practices that are relevant to the Authorized Users’ use of the Products and Services and of any settings within such, and (ii) obtain all rights, permissions and consents from Authorized Users and other Customer personnel that are necessary to grant the rights and licenses set forth in these Terms, and to ensure the lawful use and transmission of Customer information and operation and use of the Products and Services.

C. Account Security. Customer is responsible for all Authorized Users’ login credentials. Accordingly, Customer is responsible for all resulting damages, losses, or liability if usernames and passwords are not kept confidential by you or your Authorized Users, including for actions taken on the Products and Services by unauthorized third parties logging into and accessing the Products and Services through Authorized Users’ accounts.

D. Customer Responsibilities. Customer is responsible for the content of any Customer information and the way Customer and its Authorized Users choose to use the Products and Services, to collect, access, store, share or transfer information to or from the Products and Services.

E. Compliance with Laws. Except for Neeve’s own obligations of confidentiality and data security hereunder, Customer is therefore solely responsible for ensuring compliance with all applicable laws that may apply to Customer or its Authorized User information, including but not limited to importation and use, privacy and data security laws, employment practices and intellectual property.

F. Privacy Restrictions on Information. Unless otherwise agreed to in writing by both parties, Customer and its Authorized Users may not submit to Neeve any information that includes (i) a social security number, passport number, driver’s license number or similar identifier, (ii) contact information, financial information, such as credit card, debit card or banking data (except as required for payment for the Products and Services), or (iii) any other information which may be subject to data privacy and security laws intended to protect sensitive personal information including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), or the Children’s Online Privacy Protection Act (COPPA). The Products and Services are also not intended for and should not be used by anyone under the age of 18. Customer must ensure that all Authorized Users are over 18 years old. We do not make any representations as to the adequacy of the Products and Services to process information which may be subject to data privacy and security laws intended to protect sensitive personal information or to satisfy any legal or compliance requirements which may apply to your Customer Information, other than as described herein and in our Privacy Policy.

A. License to Use and Access. For the duration of any authorized subscription period of use of the Products and Services, Neeve grants to Customer a non-exclusive, non-transferable license to access and use, and to permit its Authorized Users to access and use, the Products and Services, including any information that Neeve makes generally available to its Customers. Such materials are provided solely for the Customer’s own internal business purposes. To the extent that we may make software components available, via app stores or other channels, as part of the Products and Services, we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Products and Services and in accordance with these Terms. There are no implied licenses granted herein and all of our rights not expressly granted by the license in this section are retained by Neeve.

B .License Restrictions. Customer agrees to comply, and will ensure that its Authorized Users comply, with any usage limitations of the Products and Services contained on any applicable Order Form or other terms as may be provided to Customer from time to time by Neeve. Customer also agrees that it will not, and will not allow Authorized Users or third parties to, directly or indirectly:

1. modify, translate, copy or create derivative works based on the Products and Services;
2. reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Products and Services, except as and only to the extent this restriction is prohibited by law;
3. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Products and Services available to any third party;
   remove or obscure any copyright, trademark or other proprietary notices, legends or Neeve branding contained in or on the Products and Services;
4. use the Products and Services in any way that violates any applicable federal, state, local or international law or regulation;
   attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Products and Services; or
5. use or access the Products and Services to build or support and/or assist a third party in building or supporting products or services competitive to those of Neeve.

C. Expiration of License. Any license rights to use the Products and Services will expire upon termination of an applicable Subscription with Neeve. Any Products or Services in the possession of Customer upon expiration must be returned to Neeve, certified in writing as having been destroyed or certified as deactivated from Neeve systems.

A. Products and Services Provided.

Neeve agrees to furnish Neeve Products and Services only in the quantity and type and according to the pricing and specifications set forth in an Order Form. An Order Form may differ from project plans, specifications, quotes and/or purchase orders previously circulated by the parties. The Order Form supersedes and replaces all such documents and will be the controlling document with regard to all details of Products and Services. The prices set forth in the Order Form are based solely on the particular drawings, specifications, models, mock-ups, renderings, software and other items (including all computer file and/or AutoCAD files) included with or specifically referenced in the Order Form. Items omitted from the Order Form are expressly excluded. All Products and Services supplied by Neeve pursuant to an Order Form, including those produced to meet an exact specification, will be subject to tolerances and variations consistent with usage of trade, regular manufacturing practices or practical testing and inspection methods. Such tolerances and variations shall not create any new, separate, or additional Neeve warranties.

B. Changes in Work.

No change will be made to the scope of work for an Order Form unless you and Neeve agree in writing to the change and any resulting price, schedule or other contractual modifications. If any change to any law, rule, regulation, order, code, standard or requirement impacts Neeve’s obligations or performance under any agreement or Order Form with you, Neeve may request a change order for an equitable adjustment in the price and time of performance.

C. Delivery and Implementation.

The Order Form will include Neeve’s expected lead times for standard and non-standard Products and Services. Upon agreement for Neeve to provide Products and Services to you, Neeve will assign an estimated shipping, installation and implementation date or range of dates based on those lead times. These dates are best estimates and are subject to change, and Neeve shall not be liable for any loss or damage to you or any third party due to any delay or failure to deliver its Products and Services in accordance with the estimated dates, regardless of the cause.

D. Holds, Cancellation.

An order for Products and Services cannot be put on hold, modified, canceled or changed without Neeve’s written consent. Customer shall reimburse Neeve for all material, labor and overhead costs incurred by Neeve as a result of any hold that you request. If you cancel any Products and Services or a portion of Products and Services, you shall be responsible for payment to Neeve for reasonable cancellation or service change charges, which may include, but will not be limited to, the price for all Products and Services delivered by Neeve to you, the price for all finished physical Products and Services in the possession of Neeve, all other direct costs incurred by Neeve (and not able to be mitigated using reasonable mitigation efforts), and other miscellaneous charges, such as for storage. In addition, if at the time you cancel Products and Services, Neeve has work in process, we will be allowed to finish such work in process, place the Products and Services in finished goods inventory, and bill you for the price for such Products and Services. If you place the Products and Services or any portion of the Products and Services on hold or refuse to take delivery of the same for more than one hundred eighty (180) days, such Products and Services or portions thereof will be considered canceled.

Payment terms and conditions shall be superseded by subsequently signed MSA terms between the parties.

A. Payment Terms. Neeve will electronically invoice you for Products and Services when the Products and Services are made available to you or your designee (such as your Building Manager). Neeve will electronically invoice you for Products and Services per the milestones as described in the Payment Schedule on the Order Form. Except as otherwise set forth on the Order Form, you will pay each Neeve invoice within thirty (30) days from the mailing date of the invoice, or the Products and Services may be terminated with or without notice. You will pay each invoice without any retainage or set-off of any kind. Your payment obligation is not conditioned on your receipt of payment from any third party.

B. Payment Methods. To the extent that you are invoiced or charged for Products and Services or any portion is made available for any fee, you will be required to select a payment plan and provide information regarding your credit card or other payment instrument, as made available from time to time at Neeve’s sole discretion (“Payment Method”). You represent and warrant to Neeve that such information is true and accurate, and that you are authorized to use the Payment Method selected. You will promptly update your account information with any changes that may occur regarding your Payment Method (for example, a change in your billing address or credit card expiration date). You agree to pay the amount that is specified, in accordance with these Terms. When paid by you, these payments are final and non-refundable, unless Neeve determines otherwise in its sole discretion. You hereby authorize Neeve to bill your Payment Method in advance in accordance with the terms specified within the Products and Services at the time of billing, and you further agree to pay any charges so incurred. If you dispute any charges, you must let Neeve know within sixty (60) days after the date that Neeve charges you. Neeve, in its sole discretion, may offer credits or refunds on a case-by-case basis, for example in the event of an error in the amount you were charged. We reserve the right to change our prices for our Products and Services. If we do change prices, Neeve will provide notice of the change in the Products and Services or in email to you, at Neeve’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Products and Services after the price change becomes effective constitutes your agreement to pay the changed amount.

C. Early Payment. Neeve allows a 1% early payment discount when you provide invoice payment in full to Neeve within ten (10) calendar days or less of invoice date. Any invoice payment which is made that is less than the full invoice amount, less than 1% discount, shall not be subject to any early payment discount.

D. Late Payments. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In the event of a default or late payment, you will reimburse Neeve for all costs of collection, including but not limited to reasonable attorney’s fees. Neeve reserves the right to restrict current or withhold future Products and Services if timely payment for prior Products and Services has not been received.

E. Storage Charges. If you fail to accept delivery of any completed physical Products, you will be subject to reasonable storage charges, payable by you within thirty (30) days from receipt of Neeve’s invoice. Under no circumstances will Neeve be liable for any costs, fees, damages or loss to stored Products, work in process, or other goods or materials. Neeve specifically disclaims any liability for, or damage resulting from, the storage of finished Products, work in process, or other goods or materials stored in any manner contrary to industry standards or specific storage requirements identified or recommended by Neeve for its Products and Services generally.

F. Payment Authorizations. If you use the payment features available in the Products and Services, you authorize Neeve to electronically debit your Payment Method in the amount and upon the date you authorize in the Products and Services, subject to the Payment Processor Terms (as defined below), and if necessary, to electronically credit your same Payment Method. You understand this authorization will remain in full force and effect until you notify Neeve by an email that you revoke this authorization. You understand that Neeve requires at least ten (10) business days’ prior notice of revocation of any payment authorization. You acknowledge that all payments that you authorize must comply with all applicable law. Once you authorize payment, no changes or corrections to the payment may be made. You understand that you should retain a hard or electronic copy of your authorization for your records.

G. Payment Processing. Payment processing services for any fees owed by you in connection with the Products and Services or services of any Third Party Provider, as applicable, will be provided by third party payment processors that Neeve makes available (“Payment Processor”). You will render payment via the applicable Payment Processor and in accordance with such Payment Processor’s applicable terms and conditions and privacy policy governing the then-current Payment Processor’s services (“Payment Processor Terms”). Please contact the applicable Payment Processor for more information. Any fees owed by you in connection with the Products and Services or services of any Third Party Provider that is not processed within the service provided by the Third Party Provider, as applicable, will be processed by the Payment Processor. By agreeing to these Terms or continuing to access or use the Products and Services, you agree (i) to be bound by the Payment Processor Terms as the same may be modified by such Payment Processor from time to time and (ii) that any fees associated with the Products and Services or services of any Third Party Provider, as applicable, will be charged to the credit card or debt card associated with your account with the applicable Payment Processor or debited to your bank account that you provide to the applicable Payment Processor for purposes of automatic clearing house (“ACH”) payments. As a condition of Neeve enabling payment processing service through any Payment Processor, you agree to provide Neeve accurate and complete information as requested by Neeve and to promptly update such information as needed, and also authorize Neeve to share such information and transaction information related to your use of the payment processing service provided by such Payment Processor. Neeve does not control any fees that may be charged to you by your bank related to Payment Processor’s collection or disbursement of such payment, and Neeve disclaims all liability in this regard. You will ensure that you have sufficient funds or credit associated with the selected Payment Method. You understand that the amounts charged may vary and that this authorization will remain in effect until the expiration or termination of this Agreement. If an ACH payment is returned from the applicable bank account for insufficient or uncollected funds or for erroneous information, Neeve may reinitiate the returned ACH debit to the applicable bank account. Any amounts owed to Neeve that cannot be collected by ACH debit may be charged to any backup credit card on file for you.

H. Credit Terms. Neeve may, in its sole discretion and determination, agree to grant credit terms to you. If in Neeve’s sole discretion and determination, your credit or financial standing becomes unsatisfactory, Neeve may withdraw or modify its prior credit terms. If Neeve declines to grant credit to you for any reason, then the Products and Services must be paid in full by you prior to delivery. Any Products and Services not fully paid for prior to delivery will be subject to Hold or Cancellation. Neeve will not be liable for any damage, loss or cost whatsoever to you for any refusal to grant you credit terms or for any change in your credit standing with Neeve.

I. Taxes. The Products and Services price does not include sales or use taxes, manufacturer’s gross receipts taxes, or any other state, local, and federal taxes and/or assessments payable on the services or underlying products, unless otherwise agreed to in writing by Neeve. You shall be responsible for all taxes.

A. Privacy. Neeve cares about data security and your privacy. Please review our Privacy Policy which is incorporated into these Terms and controls our privacy obligations as you interact with us and use our Products and Services. Neeve has taken appropriate measures to ensure that your information, including any personal information, is safeguarded during processing by us or by our authorized subprocessors or third parties. When our Customers use our Products and Services, it is the responsibility and liability for the Customer to ensure the information that it controls and processes is in compliance with any applicable laws based on the Customer’s location and the locations of its Authorized Users.

B. Applicable Law. Neeve is based in and operates its businesses from the United States. If you or your Authorized Users access or use our Products and Services from outside of the United States, different laws or requirements may apply and you agree and consent to have your personal information that is transferred to and processed in the United States. By accessing and using our Products and Services, including this website and our platform, you consent to our processing (meaning the collection, use, transfer and storage) of your information as we have disclosed in our Privacy Policy and further that, regardless of your location, you understand, agree and consent to have your personal information transferred to and processed in the United States. Your privacy questions and concerns may be directed to privacy@neeve.ai.

C. Ownership of Usage Data. As described more fully in our Privacy Policy, as we operate the Products and Services, we collect data pertaining to the use of our Products and Services by Customers and Authorized Users and the general operation of our Products and Services (“Usage Data”). We use this Usage Data to monitor and improve our Products and Services and to develop new improvements or offerings. Notwithstanding anything to the contrary herein, we aggregate and anonymize Usage Data before sharing it with any third party. Neeve owns all right, title and interest in and to the Usage Data.

D. Data Security. At all times in relation to providing our Products and Services to Customers, Neeve will maintain appropriate, industry-standard administrative, physical, technical and organizational measures to protect any data and information, including personal information. Those safeguards include measures for preventing unauthorized access, use, modification, deletion and disclosure of information that Neeve collects, accesses, processes or receives from Customers under these Terms against unauthorized or unlawful transfer, processing, or alteration and against accidental access, loss, damage, processing, use, transfer, or destruction.

E. Security Incident. In the event of a known or reasonably suspected data security incident involving our Products and Services, Neeve will promptly notify Customer and will promptly investigate the incident. Such notice will describe the incident, the status of our investigation, and, if applicable, the potential number of persons affected. If such an incident triggers any third party notice requirements, Customer will be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. Customer bears sole responsibility for adequate security, protection and backup of information, including personal information, when in Customer’s possession or control. Neeve is not responsible, and Customer is fully responsible, for what Customer’s Authorized Users do with any information to which it has authorized access, including personal information.

A. Ownership of Neeve Materials. Neeve owns and/or has the right to use the Products and Services and all underlying and related technology, information and documentation related to the Products and Services (“Neeve Materials”). Our Neeve Materials are protected by patent, trademark, trade secret, copyright and other intellectual property rights. All trademarks, logos, and service marks displayed within our Products and Services are the registered and unregistered trademarks of Neeve or third parties who have authorized their use by us. You may not use, copy, edit, reproduce, republish, upload, post, transmit, distribute, create derivatives of, or modify the Neeve Materials in any way without prior written approval from us and any third party owner or licensor. You are prohibited from infringing or violating Neeve’s intellectual property rights and we will enforce our rights to the fullest extent of the law.

Unless otherwise indicated, our Products and Services and all Neeve Materials are our proprietary property, are owned or licensed and controlled by us, and are protected under various intellectual property rights, unfair competition laws of the United States, international copyright laws, and international conventions. The Products and Services and the Neeve Materials are provided “AS IS” by us to you and only for your authorized use. Except as specifically provided in these Terms, no part of our Products and Services or any Neeve Materials may be used by you for a commercial purpose without our express prior written permission.

B. Commentaries on Neeve. Our websites or other marketing materials, as well as in our Products and Services, may contain video or text commentaries by Users of Neeve Products and Services. These commentaries are personal to the individuals providing them and the views expressed therein belong solely to those individuals and do not necessarily reflect our views or opinions. Users who provide commentary are not affiliated with Neeve (unless designated as such) and are not compensated for their opinions by Neeve. Neeve owns all license, image and intellectual property associated with any commentaries, and may, without the permission of the User, edit the commentaries as necessary for content, clarity or brevity.

C. Feedback. You may from time to time provide suggestions, comments or other feedback with respect to the Products and Services, including Neeve Materials, or future products and services that we may develop (“Feedback”).  Neeve may, but is not required to, use or incorporate this Feedback into its Products and Services and by providing us with Feedback you agree that we may do so. You hereby grant to us and our assigns a fully paid up, royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind, except that Neeve will not identify you as the provider of such Feedback. If you are an Authorized User, it is your responsibility and that of the Customer who has authorized you, to confirm that you may share your Feedback with us prior to you doing so.

D. Copyright Infringement. In your interactions with Neeve and your use of our Products and Services, you may not post, modify, distribute, or reproduce in any way, any content that is copyrighted material belonging to others, without obtaining their prior written consent.

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through our websites or otherwise in our Products and Services infringes your copyright, you may send a notice to us requesting that the material be removed or access to it blocked. For the notice to be effective, it must be in writing and must include the following information:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);
3. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material within our websites or otherwise in our Products and Services;
4. the name, address, telephone number and email address (if available) of the complaining party;
5. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, and your content has been removed or access to your content has been blocked, the DMCA permits you to send us a counter-notice. For the counter-notice to be effective, it must be in writing and must include the following information:

1. physical or electronic signature of the user or a person authorized to act on behalf of the user;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
4. the user’s name, address, and telephone number; and
5. a statement that the user consents to the jurisdiction of the courts in Milpitas, California and that the user will accept service of process from the person who submitted the Notification of Claimed Infringement or an agent of such person.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov for details. DMCA notices and counter-notices regarding our websites and Products and Services should be sent to:
Neeve, Inc.
℅ Studio
365 Toni Stone Crossing,
San Francisco, CA 94158
Email: legal@neeve.ai

Please note that under Section 512(f) of the Copyright Act, any person who knowingly misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that Neeve may take action against repeat infringers, including the termination of your user account and barring you from using our Products and Services.

A. By Neeve. Neeve represents and warrants that:

1. it will comply with all applicable federal, state and local United States laws and regulations with respect to its business operations;
2. it will comply with the privacy obligations disclosed in our then-current Privacy Policy, including the processing and use of Customer and User information;
3. the Products and Services will substantially comply in all material respects with our representations of such;
4. Neeve will provide the reasonable support services in a professional and workmanlike manner; and
5. we have used commercially reasonable efforts to ensure that the software underlying the Products and Services and the environment used for the Products and Services contain no Harmful Code. For purposes of this warranty, “Harmful Code” includes any malicious code containing viruses, trojan horses, time bombs, worms or like destructive code or code that self-replicates or computer instructions, circuitry or other technological means designed to permanently disrupt, damage, or interfere with Customer’s use of the Service or Customer’s own computer systems. If the Products and Services are not provided in accordance with the above warranty, Customer will promptly notify Neeve and Neeve will make commercially reasonable efforts to rectify such non-compliance. If after thirty (30) days Neeve is unable to substantially bring the Products and Services into compliance, Customer may request Neeve to terminate Customer’s agreement and refund any unused pre-paid Fees to Customer. The foregoing remedy is Customer’s sole remedy and Neeve’s sole liability if Neeve breaches the terms of this Section.

B. By Customer. Customer represents and warrants that:

1. it has obtained all rights and consents as may be required (by law or otherwise) to transfer, post, submit, and use any User Content or Customer information as contemplated by these Terms;
2. the use of any User Content or Customer information provided to Neeve or the Products and Services as contemplated by these Terms will not violate any law or infringe any third party rights, including but not limited to any intellectual property or privacy rights;
3. it has and does hereby grant the necessary ownership rights to any content provided by Customer or its Authorized Users through the Products and Services; and
4. for any type of account or Subscription you have or use with our Products and Services, you have all right, power, and authority to enter into the agreement created by acceptance of these Terms and/or an Order Form, and, if acting on behalf of an organization, that you may legally bind that organization to these Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE PRODUCTS AND SERVICES AND ALL RELATED NEEVE MATERIALS, DOCUMENTATION, COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. VIEW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT NEEVE DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

Certain subsequently signed MSA terms may supersede these terms.

NEEVE WILL NOT BE LIABLE WITH RESPECT TO ANY CAUSE RELATED TO OR ARISING OUT OF THESE TERMS OR THE USE OF THE PRODUCTS AND SERVICES, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, FOR (A) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (B) DAMAGES BASED ON LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM SECURITY.  IN NO EVENT WILL NEEVE BE LIABLE WITH RESPECT TO ANY DAMAGES THAT, IN THE AGGREGATE, EXCEED THE AMOUNTS PAID OR PAYABLE TO VIEW WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THESE LIMITATIONS WILL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF OR COULD HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

A. Neeve Indemnification. Neeve will as permitted by applicable law, indemnify, defend, and hold Customer harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of an unaffiliated third party (“Claim”) based upon or resulting from: (i) infringement of such third party’s Intellectual Property attributable to use of the Products and Services by Customer or its Authorized Users, (ii) a security incident is attributable to a third party provider, to the extent the data that is the subject of the security incident was provided by Neeve to the third party provider, or (iii) to Neeve’s negligence, willful misconduct, or failure to fulfill its obligations under these Terms or any Order Form.

1. Exceptions. Notwithstanding anything to the contrary, Neeve will have no obligation to indemnify, defend and hold Customer harmless from any Claims to the extent they arise from: (a) use of the Products and Services in any manner by Customer that does not comply in all material respects with these Terms or the instructions from Neeve for use of the Products and Services; (b) use of the Products and Services by Customer in combination with any hardware, software or other applications not approved by Neeve; or (c) modifications to the Products and Services by or on behalf of Customer that are not made or authorized by Neeve (“Exceptions”).
2. License Option. In the event that any part of the Products and Services becomes the subject of a Claim, or Neeve reasonably determines that any is likely to become the subject of a Claim, asserting that its use infringes the Intellectual Property of a third-party, Neeve may, at its sole discretion (a) procure a license as necessary for the provision of the Products and Services as required under an applicable Order Form, or (b) modify or replace the Products and Services to avoid infringement, provided that such retains materially the same or better features and functionality.

B. Customer Indemnification. Customer agrees that Neeve will have no liability for, and Customer will to the fullest extent permitted by applicable law, indemnify, defend, and hold Neeve harmless against any Claim to the extent arising from any Exception.

C. Indemnification Procedure. The indemnified party will: (i) give the indemnifying party prompt notice of any indemnified claim, provided that failure of the indemnified party to give such prompt notice will not relieve the indemnifying party of any obligation to indemnify pursuant to this section, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation. The indemnified party will have the right to retain its own counsel at its own expense to participate in the defense or settlement of any indemnified claim.

A. Publicity. Customer grants Neeve the right to use its name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as may be provided to us from time-to-time.

B. Force Majeure. Except for Customer’s payment obligations hereunder, neither Neeve nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, pandemics, war, terrorism, and governmental action.

C. Relationship of the Parties. The parties are independent contractors as to each other. Neither these Terms, nor use of the Products and Services, create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. No third parties to these Terms may enforce any of its provisions under applicable law.

D. Third Party Products, Links and Information. The Products and Services may integrate with third party products, services, materials, or information or website links thereto that are not owned or controlled by Neeve (“Third Party Materials”). Customers or Users may be required by the providers of such Third Party Materials to enter into separate agreements in order to use their products and services. Neeve does not warrant, endorse, verify, and will not have any liability or responsibility for, any websites, materials, products, or services of third parties. Any use by you of Third Party Materials is entirely at your own risk and discretion and Neeve does not endorse or assume any responsibility for any such Third Party Materials. Customer expressly relieves Neeve from any and all liability arising from its or its Authorized User’s use of any Third Party Materials. If you decide to access linked third party websites or products and services, you do so at your own risk. Neeve does not make any representations or warranties as to the security of any Third Party Materials or the protection of any information you might be requested to give any third party, and you hereby irrevocably waive any claim against Neeve with respect to such. Neeve strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third party. Use of any Third Party Materials is governed by their own terms of use and privacy policies and we encourage you to study them carefully.

E. Notices; Email Communications. Notices under these Terms will be provided as follows:

1. Either party may utilize email, with Customer using legal@neeve.ai and Neeve using the Customer email address provided through the Products and Services, and notice is deemed given the business day following the date of sending notice email, provided no errors in transmission or receipt are noted; or
2. Either party may utilize U.S. certified or registered mail, with Customer using Neeve, Inc.,℅ Studio, 365 Toni Stone Crossing, San Francisco, CA 94158 to notify Neeve and Neeve using the physical address provided by Customer in an Order Form, if any, to notify Customer, and notice is deemed given three (3) days after the date of mailing; and
3. Neeve may in addition to the above provide valid notice to Customer through the Products and Services, and notice is deemed given the day on which it is provided in such.

F. Governing Law and Venue. These Terms, and any disputes arising out of or related hereto (including all Order Forms), will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Each party hereby consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California to adjudicate any dispute arising out of or relating to these Terms. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

G. Dispute Resolution; Waiver of Class Action; Binding Arbitration. If you have a dispute with Neeve, we invite you to reach out to us at legal@neeve.ai so that we can try to resolve your concerns. If after 30 days we are unable to amicably resolve any claim or dispute between us arising under these Terms, then you agree to have your claim or dispute resolved through confidential, individual, binding arbitration with a single, jointly-selected arbitrator in San Francisco, California under the then prevailing commercial arbitration rules of the American Arbitration Association (“AAA”) and you hereby waive any right to a jury trial. To the fullest extent of the law, such arbitration will be limited to a specific individual and may not be inferred to or against matters affecting other individuals’ interactions with Neeve, thus meaning that you agree not to participate in any joint, consolidated or class action lawsuit or arbitration and you explicitly waive the right to have your claims consolidated into, asserted by, or determined according to a class action lawsuit or arbitration. The expenses of arbitration, including reasonable attorneys’ fees and the fees and expenses of the arbitrator, shall be shared equally by the parties. Notwithstanding this provision, Neeve may bring a claim related to intellectual property rights or seek temporary and preliminary specific performance and injunctive relief in any court of competent jurisdiction, without the posting of bond or other security.

If you have any questions about these Terms or would like to provide us with feedback, comments, requests for support, or other communications relating to our Products and Services, please contact us at legal@neeve.ai or you may direct mail to us at:

Neeve, Inc.
℅ Studio
365 Toni Stone Crossing,
San Francisco, CA 94158