These Terms of Service ("Terms") govern your access to and use of the website at getneurobyte.ai (the "Site"), and all software, products, tools, and services provided by NeuroByte LLC ("NeuroByte," "we," "us," or "our"), including custom development services and productized offerings (collectively, the "Services").

You accept these Terms, and become a "Client" ("you" or "your"), by clicking to accept them, by signing an order form or other Service Agreement that references them, or by accessing or using the Services after being presented with them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, do not use the Site or Services.

1. Order of Precedence

These Terms apply broadly to all use of the Site and Services. For specific engagements, we may also enter into a written Master Services Agreement, Statement of Work, Order Form, or similar document ("Service Agreement"), and, where NeuroByte processes personal data on behalf of Client, a Data Processing Addendum ("DPA").

In the event of a conflict among the documents that govern the Services, the following order of precedence applies, from highest to lowest: (1) a mutually executed Order Form or Statement of Work; (2) a mutually executed Master Services Agreement; (3) the DPA, for matters of personal-data processing; (4) these Terms; (5) the Acceptable Use Policy; and (6) the Privacy Policy. A lower-ranked document controls only where a higher-ranked document is silent, except that the Privacy Policy controls with respect to how NeuroByte collects and uses personal information.

2. Eligibility and Account Registration

You must be at least 18 years old and capable of forming a binding contract to use the Services. If you create an account, you agree to provide accurate and complete information and to keep it current. You are responsible for safeguarding your credentials and for all activity that occurs under your account.

3. The Services

3.1 Custom Development

NeuroByte may provide custom software development, integration, consulting, and related services for Client. The specific scope, deliverables, timelines, and fees for each engagement will be set out in a Service Agreement.

3.2 Productized Tools

NeuroByte offers productized software tools on a subscription or other basis. Access to these tools is governed by these Terms, any applicable Service Agreement, and the documentation we provide for each tool.

3.3 Modifications

We may modify, suspend, or discontinue any Service (or feature within a Service) at any time. For paid Services, we will use commercially reasonable efforts to provide reasonable notice of material changes that adversely affect existing customers. For a paid subscription Service, we will provide at least thirty (30) days advance notice before permanently discontinuing that Service, except where a shorter period is required by law or by a third-party provider, or is necessary to address a security, legal, or safety risk. Refunds on discontinuation are governed by Section 14.5.

4. Fees, Billing, and Payment

4.1 Fees

Fees for the Services are as set forth in the applicable Service Agreement, order form, or product page. Unless otherwise stated, all fees are quoted in U.S. dollars and are exclusive of taxes, which are your responsibility.

4.2 Payment Methods

We accept payment via credit/debit card (processed by our third-party payment processor) and ACH or check (per invoice). Card payments authorize NeuroByte to charge the agreed amounts on the agreed schedule.

4.3 Invoices and Late Payment

Invoices are due within fifteen (15) days of the invoice date unless otherwise specified. Past-due amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. We may suspend Services for any account with amounts more than thirty (30) days past due, and you will remain responsible for fees during the suspension.

4.4 No Refunds

Except as expressly stated in these Terms (including Section 14.5), a Service Agreement, or as required by law, fees are non-refundable. Subscription fees are billed in advance, and refunds of prepaid fees on cancellation, discontinuation, or termination are governed by Section 14.5.

4.5 Expenses

Pre-approved out-of-pocket expenses incurred in performing custom development services (such as third-party software licenses, hosting, or travel) are reimbursable at cost.

4.6 Automatic Renewal

Unless the order form or product page states otherwise, subscriptions to productized tools renew automatically for successive periods equal to the initial term at the then-current rate. Before you subscribe we will clearly and conspicuously disclose the recurring charge amount, the billing frequency, and the date of the first charge, and we will obtain your affirmative consent to these recurring charges separately from your acceptance of these Terms. Where required by law we will send a renewal reminder before a renewal. You may cancel as described in Section 14.5, and cancellation stops all future renewals.

5. Client Responsibilities

You agree to:

Provide accurate information, materials, access, and decisions reasonably needed for NeuroByte to perform the Services
Designate an authorized point of contact with the authority to provide approvals and direction
Comply with all applicable laws in your use of the Services and the data you provide
Maintain appropriate backups of any data you provide to us
Obtain all consents and authorizations necessary for NeuroByte to process any data you submit, including end-user data

Call Recording, Messaging, and Consent. Certain Services record, capture, monitor, transcribe, or send telephone calls, voicemails, text messages, or other communications. As between the parties, Client is solely responsible for the lawful recording, capture, monitoring, transcription, and sending of any communication processed through the Services, including determining whether the activity is permitted and obtaining every notice and consent required by law from all parties to a communication in every applicable jurisdiction (including all-party or two-party consent and prior express written consent where required). Client will configure and use the Services in compliance with all applicable wiretap, eavesdropping, call-recording, interception, and telemarketing laws, including the Electronic Communications Privacy Act, the California Invasion of Privacy Act (CIPA), the Telephone Consumer Protection Act (TCPA), and the CAN-SPAM Act, and will honor all opt-out requests and scrub applicable Do-Not-Call lists. For any Service used to record communications or to place calls or send messages, Client is the sender, caller, and recording party of record, and NeuroByte provides the technology and acts only at Client's direction and configuration. NeuroByte does not determine, and is not responsible for, whether Client's recording, messaging, or consent practices are lawful.

NeuroByte's ability to meet timelines depends on Client cooperation. Delays caused by Client may result in revised schedules and additional fees.

6. Intellectual Property

6.1 NeuroByte Background IP

NeuroByte owns all right, title, and interest in and to its pre-existing materials, tools, frameworks, methodologies, libraries, code components, templates, and know-how, including improvements and modifications to the foregoing developed in the course of providing Services ("NeuroByte Background IP"). Nothing in these Terms or any Service Agreement transfers ownership of NeuroByte Background IP to Client.

6.2 Custom Deliverables

Subject to full payment of all amounts due, NeuroByte assigns to Client all right, title, and interest in the custom-developed portions of deliverables created specifically for Client under a Service Agreement ("Custom Deliverables"), excluding any NeuroByte Background IP incorporated in those deliverables.

6.3 License to Background IP

To the extent NeuroByte Background IP is incorporated into Custom Deliverables, NeuroByte grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, and modify that NeuroByte Background IP solely as embedded in the Custom Deliverables and solely for Client's internal business purposes. This license is non-transferable, except that it may be assigned, together with the Custom Deliverables in which the NeuroByte Background IP is embedded, to a successor to all or substantially all of Client's business or assets, whether by merger, acquisition, reorganization, or sale, provided the successor agrees in writing to be bound by the terms of this license and is not a competitor of NeuroByte. Client may not separately license, sublicense, or distribute NeuroByte Background IP as a standalone product.

6.4 Productized Tools

Productized tools are licensed, not sold. Subject to these Terms and payment of applicable fees, NeuroByte grants you a non-exclusive, non-transferable license, revocable in accordance with the termination provisions of these Terms, to access and use the productized tools during your subscription term solely for your internal business purposes. NeuroByte will not revoke this license during a paid subscription term except for non-payment, an uncured material breach (including a violation of the Acceptable Use Policy), or as otherwise permitted under the termination provisions of these Terms. NeuroByte retains all right, title, and interest in and to the productized tools.

As between the parties, Client owns the specific output generated for Client through the productized tools from Client's own inputs ("Output"), excluding the tools, models, templates, and any NeuroByte Background IP used to produce it. Client grants NeuroByte a non-exclusive, worldwide, royalty-free license to host, process, and use Output as necessary to provide the tools and, in de-identified and aggregated form that does not identify Client, to operate and improve the Services. NeuroByte makes no representation that Output is unique or non-infringing (see Section 11.4).

6.5 Feedback and Learnings

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant NeuroByte a perpetual, irrevocable, royalty-free, worldwide license to use that Feedback for any purpose without obligation to you. NeuroByte is also free to use general knowledge, skills, and experience gained in performing Services for any purpose, provided NeuroByte does not disclose Client's Confidential Information.

6.6 Client Data

As between the parties, Client owns all data, content, and materials provided to NeuroByte by or on behalf of Client ("Client Data"). Client grants NeuroByte a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, and process Client Data solely as necessary to provide the Services.

Providing the Services includes hosting, backup and disaster recovery, transmitting Client Data to the sub-processors on which the Services depend, security monitoring, and abuse prevention. NeuroByte will not use Client Data to train, fine-tune, or improve any artificial intelligence or machine-learning model, to develop or improve its own products, or for any purpose other than providing the Services and complying with law. NeuroByte will require any sub-processor that receives Client Data to be bound by data-protection and use restrictions at least as protective as those in this Section. On termination, NeuroByte will return or delete Client Data in accordance with Section 14.4, subject only to routine backup retention and legal hold, and this license continues solely to that limited extent.

7. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. Without limiting that policy, you agree not to:

Use the Services in violation of any applicable law or regulation
Upload or transmit material that is unlawful, infringing, defamatory, harassing, or harmful
Attempt to gain unauthorized access to the Services, other accounts, or related systems
Reverse engineer, decompile, or attempt to derive the source code of the Services, except as expressly permitted by law
Resell, sublicense, or otherwise commercially exploit the Services without our written consent
Use the Services to develop a directly competing product or service
Use the Services to process data you are not authorized to process

We may suspend or terminate access for violations of these Terms or the Acceptable Use Policy, in our reasonable discretion.

8. Confidentiality

Each party may receive Confidential Information of the other. "Confidential Information" includes any non-public business, technical, or financial information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential given its nature.

Each party agrees to: (a) protect the other's Confidential Information using at least the same care it uses for its own confidential information of similar importance, and in no event less than a reasonable standard of care; (b) use the Confidential Information only as necessary to perform under these Terms; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective.

Confidential Information does not include information that is publicly known, was known to the receiving party without confidentiality restriction prior to disclosure, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

A party may disclose Confidential Information as required by law or court order, provided it gives the other party reasonable advance notice where legally permitted.

Security Incident Notification. If NeuroByte confirms a security incident that has resulted in the unauthorized access, disclosure, alteration, or loss of Client's Confidential Information or Client Data on systems that NeuroByte controls, NeuroByte will notify Client without undue delay, and in any event within seventy-two (72) hours after that confirmation. The notice will describe the information then reasonably available to NeuroByte about the nature and scope of the incident, and NeuroByte will provide commercially reasonable cooperation to help Client meet its own legal notification obligations. This obligation does not apply to events limited to Client-controlled systems, to unreported credential misuse (which remains Client's responsibility under the Privacy Policy), or to third-party or sub-processor events except to the extent, and at the time, the relevant provider reports them to NeuroByte. Providing a notice under this paragraph is not, and may not be construed or used as, an admission of fault, liability, or breach by NeuroByte. Notwithstanding Sections 13(C)(III) and 13(D), NeuroByte's liability for any failure to meet the timing of this notification obligation is subject to the limitation of liability in Section 13(B); NeuroByte's underlying obligations to protect Confidential Information under this Section are unaffected by this sentence.

9. Privacy and Data Processing

NeuroByte's collection and use of personal information through the Site is described in our Privacy Policy. Where NeuroByte processes personal data on behalf of Client as part of the Services, the parties will enter into a Data Processing Addendum where required by applicable law. To the extent applicable laws (including state-level privacy laws) require specific provisions, those will apply.

10. Third-Party Services

The Services may interoperate with or rely on third-party products, APIs, or services (including artificial intelligence providers, hosting providers, mapping APIs, payment processors, and similar). NeuroByte is not responsible for third-party services, their availability, or their terms. Your use of any third-party service is governed by your agreement with that third party.

11. Warranties and Disclaimers

11.1 Mutual Warranties

Each party warrants that it has the authority to enter into these Terms.

11.2 NeuroByte Limited Warranty

NeuroByte warrants that custom development Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Client's exclusive remedy and NeuroByte's sole obligation is to re-perform the affected Services at no additional charge, provided Client notifies NeuroByte in writing within thirty (30) days after the Services are performed.

11.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR A SERVICE AGREEMENT, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEUROBYTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEUROBYTE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA WILL BE ACCURATE OR RELIABLE.

11.4 AI Output Disclaimer

THE SERVICES MAY INCORPORATE OUTPUTS FROM ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING SYSTEMS. AI OUTPUTS ARE PROBABILISTIC AND MAY BE INACCURATE, INCOMPLETE, OR INAPPROPRIATE FOR A GIVEN USE. CLIENT IS RESPONSIBLE FOR REVIEWING AI OUTPUTS BEFORE RELYING ON THEM AND FOR DETERMINING WHETHER A GIVEN USE IS APPROPRIATE. NEUROBYTE DISCLAIMS LIABILITY FOR DECISIONS MADE OR ACTIONS TAKEN BASED ON AI OUTPUTS WITHOUT APPROPRIATE HUMAN REVIEW.

12. Indemnification

12.1 By NeuroByte

NeuroByte will defend Client against any third-party claim alleging that the Services, as provided by NeuroByte and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark of a third party, and will pay damages finally awarded against Client (or amounts agreed in settlement). NeuroByte's obligations do not apply to claims arising from: (a) Client Data; (b) modifications not made by NeuroByte; (c) combinations with products or services not provided by NeuroByte; (d) use of the Services other than as authorized; (e) NeuroByte Background IP that NeuroByte licensed from a third party where the third-party license terms govern; or (f) content, code, or other output generated in whole or in material part by artificial intelligence or machine-learning systems, whether NeuroByte's or a third party's.

In addition, NeuroByte will defend Client against any third-party claim to the extent it arises from NeuroByte's (i) breach of its confidentiality obligations under Section 8, or (ii) gross negligence or willful misconduct, and will pay damages finally awarded against Client (or amounts agreed in settlement). The procedure in Section 12.3 applies equally to this obligation.

If a Service becomes, or in NeuroByte's opinion is likely to become, the subject of an infringement claim, NeuroByte may at its option: (i) procure the right to continue providing the Service; (ii) modify the Service so it is non-infringing; or (iii) terminate the affected Service and refund any prepaid, unused fees.

12.2 By Client

Client will defend NeuroByte against any third-party claim arising from: (a) Client Data; (b) Client's breach of these Terms; (c) Client's violation of law; (d) Client's negligent or wrongful acts or omissions; or (e) Client's use of the Services to record, intercept, monitor, or transcribe any call or communication, or to send any automated, prerecorded, or bulk call, text message, or email, including any claim under the Electronic Communications Privacy Act, the California Invasion of Privacy Act, any state wiretap or two-party consent law, the Telephone Consumer Protection Act, or the CAN-SPAM Act, regardless of whether NeuroByte is named as a party and even where NeuroByte's technology is alleged to have contributed, so long as NeuroByte acted in accordance with these Terms and at Client's direction and configuration, and will pay damages finally awarded against NeuroByte (or amounts agreed in settlement).

12.3 Procedure

The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation. The indemnifying party may not settle a claim that imposes liability or admits fault on the indemnified party without prior written consent.

This Section states each party's exclusive remedy and the other party's entire liability for third-party intellectual property infringement claims.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) SUBJECT TO SUBSECTION (D), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE LESSER OF (X) TEN THOUSAND U.S. DOLLARS ($10,000), OR (Y) THE GREATER OF (I) THE AMOUNTS ACTUALLY PAID BY CLIENT TO NEUROBYTE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIVE THOUSAND U.S. DOLLARS ($5,000). WHERE A SERVICE AGREEMENT SETS A DIFFERENT LIABILITY CAP FOR AN ENGAGEMENT, THAT CAP CONTROLS FOR THAT ENGAGEMENT.

(C) THE FOREGOING LIMITATIONS DO NOT APPLY TO: (I) AMOUNTS OWED FOR THE SERVICES; (II) CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2; (III) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8; (IV) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (V) LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

(D) NOTWITHSTANDING SUBSECTION (C)(III), NEUROBYTE'S TOTAL CUMULATIVE LIABILITY FOR A BREACH BY NEUROBYTE OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR FOR A DATA SECURITY INCIDENT RESULTING FROM NEUROBYTE'S FAILURE TO MEET THE SECURITY COMMITMENTS DESCRIBED IN OUR PRIVACY POLICY, WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY CLIENT TO NEUROBYTE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT, OR (II) FIFTY THOUSAND U.S. DOLLARS ($50,000). THIS SUBSECTION (D) DOES NOT LIMIT CLIENT'S LIABILITY FOR ITS OWN BREACH OF SECTION 8, AND SUBSECTION (A) CONTINUES TO APPLY.

The parties agree that the limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain.

14. Term and Termination

14.1 Term

These Terms apply for as long as you use the Site or Services. Service Agreements have their own terms.

14.2 Termination for Convenience

Either party may terminate Services on a particular Service Agreement by providing the notice required in that Service Agreement. For subscription Services, cancellation for convenience requires at least thirty (30) days written notice and takes effect at the end of that notice period, and refunds of prepaid fees are governed by Section 14.5. For subscriptions purchased online, you may cancel through your account settings or by emailing the billing contact we designate, using a method at least as simple as the one you used to subscribe.

14.3 Termination for Cause

Either party may terminate these Terms or any Service Agreement immediately upon written notice if the other party materially breaches and fails to cure within thirty (30) days after written notice of the breach (or immediately, in the case of a breach that cannot reasonably be cured).

14.4 Effect of Termination

Upon termination: (a) Client will pay all amounts owed for Services performed through the effective date of termination; (b) upon the other party's written request, each party will return or destroy the other party's Confidential Information, subject to legal hold and routine backup retention. With respect to Client Data, if no Service Agreement specifies a different process, then upon Client's written request made within thirty (30) days after termination NeuroByte will, at Client's election, either (i) return Client Data to Client in a commonly used electronic format NeuroByte reasonably selects, or (ii) delete it, and in either case will delete Client Data from its active production systems within thirty (30) days after completing the return or receiving the deletion request. Client Data residing in routine backups will expire in the ordinary course on NeuroByte's standard backup cycle rather than being individually purged, and NeuroByte will not access or use those backup copies for any purpose other than backup and disaster recovery. On Client's request, NeuroByte will confirm in writing when deletion from its active production systems is complete. These obligations are subject to legal hold and to any retention required by law, and a good-faith failure to meet the timing described in this clause (b) is subject to the limitation of liability in Section 13 and will not be treated as a breach of Section 8; (c) all licenses granted to Client under these Terms terminate, except (i) the perpetual license to NeuroByte Background IP embedded in Custom Deliverables under Section 6.3, to the extent the corresponding Custom Deliverables have been paid for in full, and (ii) any other license expressly stated to be perpetual or irrevocable; for clarity, Client's ownership of assigned Custom Deliverables under Section 6.2 is not affected by termination; and (d) provisions that by their nature survive termination will survive, including Sections 4 (Fees), 6 (IP), 8 (Confidentiality), 9 (Privacy and Data Processing), 11 (Warranties), 12 (Indemnification), 13 (Limitation of Liability), 14.4, 14.5, and 15.

14.5 Cancellation Notice and Refund of Prepaid Fees

To cancel a subscription Service for convenience, Client must provide at least thirty (30) days written notice, and cancellation takes effect at the end of that notice period. If Client has prepaid fees for a subscription period and the subscription is cancelled or terminated before the end of that paid period, NeuroByte will refund the prepaid fees allocable to the unused remainder of that period, prorated from the effective date of termination. NeuroByte will provide the same prorated refund of unused prepaid fees if NeuroByte discontinues a paid Service under Section 3.3, terminates a subscription for its convenience, or if Client terminates for NeuroByte's uncured material breach under Section 14.3. No refund is owed, and fees for the then-current period remain earned and non-refundable, where NeuroByte terminates or suspends for Client's breach or nonpayment. Fees allocable to the portion of a period before the effective date of termination are earned and non-refundable. A refund under this Section is Client's sole monetary remedy for the applicable cancellation, discontinuation, or termination.

15. General

15.1 Governing Law

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah.

15.2 Dispute Resolution

The parties will first attempt to resolve any dispute informally through good-faith discussions between authorized representatives of both parties. If a dispute is not resolved within thirty (30) days, the parties will next attempt in good faith to resolve it through non-binding mediation before a mutually agreed mediator, with the mediator's fees shared equally; either party may then pursue available remedies in court if the dispute remains unresolved thirty (30) days after a written request to mediate. To reduce the burden of distance on either party, the parties agree that, to the extent the court permits, appearances, hearings, and depositions in the venue designated in Section 15.1 may be conducted remotely by video or telephone. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief at any time, and nothing in this Section requires informal resolution or mediation before a party seeks such relief or pursues collection of undisputed past-due amounts.

15.3 Force Majeure

Neither party is liable for delays or failures in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, internet or utility outages, third-party service failures, government actions, labor disputes, or pandemics.

15.4 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.5 Assignment

Except as permitted in Section 6.3, you may not assign or transfer these Terms or any rights under them without NeuroByte's prior written consent. NeuroByte may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

15.6 Notices

Notices to NeuroByte must be sent to [email protected] and to our mailing address on file. Notices to Client may be sent to the email address associated with your account or other contact on file.

15.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

15.8 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the extent necessary to be enforceable while preserving the original intent.

15.9 Waiver

A failure to enforce any provision of these Terms is not a waiver of that or any other provision.

15.10 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, any Data Processing Addendum entered into under Section 9, and any applicable Service Agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on the subject.

15.11 Changes to These Terms

We may update these Terms from time to time. The "Last Updated" date will reflect the most recent revision. For material changes, we will provide notice by email to account holders and through the Site at least thirty (30) days before the change takes effect, except that changes required to comply with applicable law or to address a security or safety risk may take effect on shorter notice or immediately where necessary. Your continued use of the Services after the effective date of any update constitutes acceptance.

If a change to the commercial terms of these Terms (such as fees, payment, or the scope of a paid Service) is both material and adverse to you, and is not a change required by law or a change to the Acceptable Use Policy or other safety or use restrictions, then a paying Client who objects in writing to [email protected] before the effective date may terminate the affected paid Service as of that date and receive a refund of any prepaid, unused fees for that Service, notwithstanding Section 4.4. This is your sole and exclusive remedy for such a change. Where a Service Agreement governs the affected engagement, that Service Agreement controls and this right does not apply. Objecting to a change does not entitle you to continue using the affected Service under a prior version of these Terms.

15.12 Publicity

NeuroByte may identify Client by name as a customer in a factual customer list on NeuroByte's website and in similar marketing materials, unless Client notifies NeuroByte in writing that it prefers not to be listed. Any use of Client's logo, or of any quote, testimonial, case study, or press release naming Client, requires Client's prior written consent (email is sufficient). Any permitted use will be truthful and will not state or imply that Client endorses NeuroByte beyond the fact of the customer relationship. Client may withdraw consent or ask NeuroByte to stop using its name or logo at any time by written notice to [email protected], and NeuroByte will remove the reference from its then-current, reasonably updatable marketing materials within thirty (30) days. NeuroByte is not required to recall or reprint materials already distributed.

15.13 Waiver of Class Actions and Jury Trial

To the maximum extent permitted by applicable law, each party waives any right to a trial by jury and any right to bring or participate in a class, collective, or representative action arising out of or relating to these Terms or the Services. Any dispute must be brought in a party's individual capacity. This Section does not require arbitration; disputes are resolved in the courts identified in Section 15.1. If the class-action and representative-action waiver in this Section is held unenforceable as to a particular dispute, that dispute will be severed and heard in the courts identified in Section 15.1, while the jury-trial waiver and the remainder of this Section remain in effect.

16. Contact

Questions about these Terms can be sent to:

NeuroByte LLC Attn: Legal 1706 N 1200 W #1032, Layton, UT 84041 Email: [email protected]